Exhibit 4.1







                                $500,000,000


                           BRIDGE CREDIT AGREEMENT


                                 dated as of


                               August 23, 2007


                                    among


                                CON-WAY INC.,
                                as Borrower


                           The Banks Party Hereto


                     GOLDMAN SACHS CREDIT PARTNERS L.P.,
                            as Syndication Agent


                                     and


                     GOLDMAN SACHS CREDIT PARTNERS L.P.,
                          as Administrative Agent


                       ______________________________

                     GOLDMAN SACHS CREDIT PARTNERS L.P.,
                 as Sole Lead Arranger and Sole Book Runner











                              TABLE OF CONTENTS

                                                                         Page

ARTICLE 1 DEFINITIONS
     Section 1.01 Definitions.......................................
     Section 1.02 Accounting Terms and Determinations...............
     Section 1.03 Types of Borrowings...............................

ARTICLE 2 THE CREDITS
     Section 2.01 Commitments to Lend...............................
     Section 2.02 Notice of Borrowing...............................
     Section 2.03 [Reserved]........................................
     Section 2.04 Notice to Banks; Funding of Loans.................
     Section 2.05 Notes; Loan Accounts; Records.....................
     Section 2.06 Maturity of Loans.................................
     Section 2.07 Interest Rates....................................
     Section 2.08 Agent's Fees......................................
     Section 2.09 Optional Termination or Reduction of Commitments..
     Section 2.10 Method of Electing Interest Rates.................
     Section 2.11 Mandatory Termination of Commitments..............
     Section 2.12 Payments..........................................
     Section 2.13 General Provisions as to Payment..................
     Section 2.14 Funding Losses....................................
     Section 2.15 Computation of Interest...........................
     Section 2.16 Maximum Interest Rate.............................

ARTICLE 3 CONDITIONS
     Section 3.01 Conditions to Effectiveness.......................
     Section 3.02 Loans.............................................

ARTICLE 4 REPRESENTATIONS AND WARRANTIES
     Section 4.01 Corporate Existence and Power.....................
     Section 4.02 Corporate and Governmental Authorization; No Contravention.
     Section 4.03 Binding Effect....................................
     Section 4.04 Financial Information.............................
     Section 4.05 Litigation........................................
     Section 4.06 Compliance with ERISA.............................
     Section 4.07 Environmental Matters.............................
     Section 4.08 Taxes.............................................
     Section 4.09 Subsidiaries......................................
     Section 4.10 Not an Investment Company; Federal Reserve Regulations.
     Section 4.11 Full Disclosure...................................

ARTICLE 5 COVENANTS
     Section 5.01 Information.......................................
     Section 5.02 Payment of Obligations............................
     Section 5.03 Maintenance of Property; Insurance................
     Section 5.04 Conduct of Business and Maintenance of Existence..
     Section 5.05 Compliance with Laws..............................
     Section 5.06 Inspection of Property, Books and Records.........
     Section 5.07 Debt..............................................
     Section 5.08 Leverage Ratio....................................
     Section 5.09 Negative Pledge...................................
     Section 5.10 Consolidations, Mergers and Sales of Assets.......
     Section 5.11 Use of Proceeds...................................
     Section 5.12 Fixed Charge Coverage.............................
     Section 5.13 Transactions with Third Party Affiliates..........

ARTICLE 6 DEFAULTS
     Section 6.01 Events of Default.................................
     Section 6.02 Notice of Default.................................

ARTICLE 7 THE AGENT AND THE CO-AGENTS
     Section 7.01 Appointment and Authorization.....................
     Section 7.02 Agent and Affiliates..............................
     Section 7.03 Action by Agent...................................
     Section 7.04 Consultation with Experts; Delegation of Duties...
     Section 7.05 Liability of Agent................................
     Section 7.06 Reliance by Agent.................................
     Section 7.07 Notice of Default.................................
     Section 7.08 Indemnification...................................
     Section 7.09 Credit Decision...................................
     Section 7.10 Successor Agent...................................
     Section 7.11 Additional Agents.................................

ARTICLE 8 CHANGE IN CIRCUMSTANCES
     Section 8.01 Basis for Determining Interest Rate Inadequate or Unfair.
     Section 8.02 Illegality........................................
     Section 8.03 Increased Cost and Reduced Return.................
     Section 8.04 Taxes.............................................
     Section 8.05 Base Rate Loans Substituted for Affected Euro-Dollar Loans.
     Section 8.06 Substitution of Banks.............................

ARTICLE 9 MISCELLANEOUS
     Section 9.01 Notices...........................................
     Section 9.02 No Waivers........................................
     Section 9.03 Expenses; Indemnification.........................
     Section 9.04 Set-Off; Sharing of Set-offs......................
     Section 9.05 Amendments and Waivers............................
     Section 9.06 Successors and Assigns............................
     Section 9.07 Collateral........................................
     Section 9.08 Governing Law; Submission to Jurisdiction.........
     Section 9.09 Counterparts; Integration.........................
     Section 9.10 Waiver of Jury Trial..............................
     Section 9.11 Confidentiality...................................
     Section 9.12 Survival..........................................
     Section 9.13 Patriot Act Notice................................
     Section 9.14 Absence of Fiduciary Relationship; Affiliate Activities.

     SCHEDULE 1      Commitment Schedule
     SCHEDULE 2      Pricing Schedule
     SCHEDULE 5.07   List of Subsidiary Debt
     SCHEDULE 5.09   List of Existing Liens
     EXHIBIT A       Form of Note
     EXHIBIT B       Assignment and Assumption Agreement
     EXHIBIT C       Subsidiary Guaranty Agreement
     EXHIBIT D       Calculation of Funding Losses













                           BRIDGE CREDIT AGREEMENT

     THIS BRIDGE CREDIT AGREEMENT dated as of August 23, 2007 is by and among
CON-WAY  INC.,  a Delaware corporation, the BANKS party hereto, GOLDMAN SACHS
CREDIT PARTNERS L.P.,  as  Syndication Agent, Administrative Agent, Sole Lead
Arranger and Sole Book Runner.

                                 WITNESSETH

     WHEREAS, the Borrower has  requested that the Banks provide $500 million
in term loans for the purposes hereinafter set forth; and

     WHEREAS,  the  Banks  have agreed  to  make  the  requested  term  loans
available to the Borrower on the terms and conditions hereinafter set forth.

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


                                  ARTICLE 1

                                 DEFINITIONS

     Section 1.01 Definitions.

     The following terms, as used herein, have the following meanings:

     "Acquired  Business"  means  Transportation   Resources,  Inc.  and  its
subsidiaries.

     "Acquisition"  means  the  acquisition  contemplated   by   the   Merger
Agreement.

     "Adjusted  London  Interbank Offered Rate" has the meaning set forth  in
Section 2.07(b).

     "Administrative Questionnaire"  means,  with  respect  to  each Bank, an
administrative questionnaire in the form prepared by the Agent and  submitted
to the Agent (with a copy to the Borrower) duly completed by such Bank.

     "Agent"  means  GSCP,  as  administrative  agent  for the Banks, and its
successors in such capacity.

     "Aggregate  Usage"  means,  at  any  time,  the  aggregate   outstanding
principal amount of the Loans at such time.

     "Agreement"  means  this  Bridge Credit Agreement, as it may be amended,
modified, supplemented and extended from time to time.

     "Applicable Lending Office"  means, with respect to any Bank, (i) in the
case of its Base Rate Loans, its Domestic Lending Office and (ii) in the case
of its Euro-Dollar Loans, its Euro-Dollar Lending Office.

     "Approved Fund" means any Fund  that is administered or managed by (a) a
Bank, (b) an Affiliate of a Bank or (c)  an  entity  or  an  affiliate  of an
entity that administers or manages a Bank.

     "Assignee" has the meaning set forth in Section 9.06(c).

     "Bank"  means  each  bank  or  other financial institution listed on the
signature  pages hereof, each Assignee  which  becomes  a  Bank  pursuant  to
Section 9.06(c), and their respective successors.

     "Base Rate"  means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate  for  such  day  and  (ii) the  sum of  1/2 of 1% plus the
Federal Funds Rate for such day.

     "Base  Rate Loan" means a Loan which bears interest  at  the  Base  Rate
pursuant to the  applicable  Notice  of  Borrowing or Notice of Interest Rate
Election or pursuant to Article 8.

     "Benefit Arrangement" means at any time  an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not  a  Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the
ERISA Group.

     "Borrower"  means  Con-way  Inc.,  a  Delaware  corporation,   and   its
successors.

     "Borrowing" has the meaning set forth in Section 1.03.

     "Closing Date" has the meaning set forth in Section 3.01.

     "Commitment"  means,  as the context requires, either (a) the commitment
of a Bank to extend credit to  the  Borrower  hereunder  or (b) the amount of
such  commitment,  which  is  (i) with  respect  to  any Bank listed  on  the
Commitment Schedule, the amount set forth opposite the  name  of such Bank on
the Commitment Schedule or (ii) with respect to any Assignee, the  amount  of
the  transferor  Bank's  Commitment  assigned  to  such  Assignee pursuant to
Section 9.06(c), in each case as such amount may be reduced from time to time
pursuant  to  Section 2.09  or 2.11 or changed as a result of  an  assignment
pursuant to Section 9.06(c).

     "Commitment Schedule" means  the  Commitment Schedule attached hereto as
Schedule 1.

     "Consolidated Debt" means, at any date, the Debt of the Borrower and its
Consolidated Subsidiaries, determined on  a  consolidated  basis  as  of such
date,  less,  to  the  extent  included  in  the determination of Debt of the
Borrower and its Consolidated Subsidiaries, all  obligations  of the Borrower
and  its  Consolidated  Subsidiaries  in  respect of interest rate protection
agreements,  foreign  currency  exchange agreements,  commodity  purchase  or
option agreements or other interest  or  exchange  rate  or  commodity  price
hedging agreements.

     "Consolidated  EBITDA"  means,  for  any  period,  the  sum  of, without
duplication,  (i) the  consolidated  net  income  before income taxes of  the
Borrower and its Consolidated Subsidiaries for such  period  plus (ii) to the
extent deducted in determining such consolidated income before  income taxes,
the sum of (A) interest expense, (B) depreciation and amortization, (C) other
non-cash  items  (including  charges associated with the Borrower's  existing
claims against the United States  Postal Service, charges associated with any
write-down of goodwill pursuant to  FAS  142, and charges associated with the
grant of stock options and excluding (a) any  non-cash  item  to  the  extent
representing  an  accrual  or  reserve for potential cash items in any future
period or amortization of a prepaid cash item that was paid in a prior period
and (b) ordinary accruals), (D)  losses  from discontinuances, and (E) losses
from any extraordinary and non-recurring items,  minus  (iii)  to  the extent
increasing  net  income  for such period, gains from discontinuances and  any
extraordinary, non-recurring  or  non-cash  items, excluding (a) any non-cash
item to the extent it represents the reversal  of  an  accrual or reserve for
potential  cash item in any prior period and (b) ordinary  accruals.   If  an
acquisition  or  series  of related acquisitions, or disposition or series of
related dispositions, of property  that  constitutes assets comprising all or
substantially all of an operating unit of  a  business  or constitutes all or
substantially  all  of  the  common  equity  of  a Person (each,  a  "Subject
Transaction")  shall,  (x) for purposes of Section 5.12,  occur  during  such
period and (y) for purposes  of  Section 5.08 and the Pricing Schedule, occur
during or subsequent to such period  and  on  or  prior  to  the  date of any
relevant  calculation,  in  each  such  case,  Consolidated  EBITDA shall  be
calculated  with  respect to such period on a pro forma basis (including  pro
forma adjustments arising  out of events which are directly attributable to a
specific transaction, are factually  supportable  and  are expected to have a
continuing impact, in each case determined on a basis consistent with Article
11 of Regulation SX promulgated under the Securities Act  of 1933, as amended
from time to time, and any successor statute, and as interpreted by the staff
of the Securities and Exchange Commission, which would include  cost  savings
resulting  from  head  count  reduction,  closure  of  facilities and similar
restructuring charges, which pro forma adjustments shall  be certified by the
chief  financial officer or chief accounting officer of the  Borrower)  using
the historical  financial  statements of any business so acquired or disposed
of  pursuant  to such Subject  Transaction  and  the  consolidated  financial
statements of the  Borrower  which  shall  be reformulated as if such Subject
Transaction had been consummated at the beginning of such period.

     "Consolidated  EBITDAR"  means,  for  any  period,   the   sum   of  (i)
Consolidated  EBITDA  for  such  period  plus  (ii) to the extent deducted in
determining such Consolidated EBITDA, Consolidated  Rental  Expense  for such
period.

     "Consolidated   Fixed  Charges"  means,  for  any  period,  the  sum  of
Consolidated Interest  Expense  and  Consolidated  Rental  Expense  for  such
period.

     "Consolidated  Interest  Expense"  means,  for  any period, the interest
expense of the Borrower and its Consolidated Subsidiaries  (but excluding any
interest expense relating to any Debt that is the subject of  a  legal  or  a
covenant  defeasance) determined on a consolidated basis for such period, and
adjusted to  give  pro forma effect to any Subject Transaction (as defined in
"Consolidated EBITDA")  that  has  occurred  during  such period as if it had
occurred on the first day of such period.

     "Consolidated  Net Tangible Assets" means at any date  the  consolidated
assets of the Borrower  and  its  Consolidated  Subsidiaries (as shown on the
most recent consolidated balance sheet of the Borrower  and  its Consolidated
Subsidiaries as of the end of a fiscal quarter) after deducting therefrom (i)
all  current  liabilities (excluding current liabilities which are  by  their
terms extendible  or  renewable  at  the option of the obligor to a time more
than  365  days  after  the  time  of  determination  and  excluding  current
maturities  of long-term debt and current  maturities  of  capitalized  lease
obligations),  and  (ii)  all goodwill, tradenames, trademarks, patents, debt
discounts and expense and other  intangibles,  in  each  case  in this clause
(ii),  net  of  applicable  amortization  (all  as  shown  on the most recent
consolidated  financial  statements  of  the  Borrower  and  its Consolidated
Subsidiaries as of the end of a fiscal quarter).

     "Consolidated Rental Expense" means, for any period, the sum of (without
duplication) (a) rental expense for operating leases of the Borrower  and its
Consolidated  Subsidiaries determined on a consolidated basis for such period
plus (b) rental  expense  for  operating leases of the Borrower or any of its
Consolidated Subsidiaries assigned  to  a  third  party and guaranteed by the
Borrower or any of its Consolidated Subsidiaries determined on a consolidated
basis for such period, and adjusted to give pro forma  effect  to any Subject
Transaction  (as  defined in "Consolidated EBITDA") that has occurred  during
such period as if it had occurred on the first day of such period.

     "Consolidated  Subsidiary"  means  at  any  date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Borrower
in its consolidated financial statements if such statements  were prepared as
of such date.

     "Continuing Director" means (i) any individual who is a director  of the
Borrower  on  the Closing Date and (ii) any individual who becomes a director
of the Borrower  after  the  Closing  Date  and  is  elected or nominated for
election as a director of the Borrower by a majority of  the  individuals who
were Continuing Directors immediately before such election or nomination.

     "Credit Party" means the Agent or any Bank, as the case may be.

     "Debt" of any Person means at any date, without duplication:

          (i)  all obligations of such Person for borrowed money  (other than
     overdrafts  or  other similar obligations not outstanding for more  than
     three Domestic Business  Days  (or  in the case of a Foreign Subsidiary,
     ten Domestic Business Days) arising in the ordinary course of business),

         (ii)  all obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments,

        (iii)  all obligations of such Person  to  pay  the deferred purchase
     price  of  property  or  services,  except overdrafts or  other  similar
     obligations not outstanding for more  than  three Domestic Business Days
     (or in the case of a Foreign Subsidiary, ten  Domestic Business Days) or
     trade accounts payable, in each case, arising in  the ordinary course of
     business,

        (iv)   all obligations of such Person as lessee which are capitalized
     in accordance with generally accepted accounting principles,

         (v)   all obligations of such Person to reimburse banks for drawings
     under   letters   of  credit  or  payments  with  respect  to   bankers'
     acceptances,  which  obligations  remain  unpaid  for  more  than  three
     Domestic Business  Days  (or  in  the  case of a Foreign Subsidiary, ten
     Domestic Business Days) after they become  due, or, if later, after such
     Person is notified of the due date thereof,

        (vi)   all obligations of the types referred  to  in  clauses (i)  to
     (v),  inclusive,  of  this definition which are secured by a Lien on any
     asset of such Person, whether  or  not  such  obligations  are otherwise
     obligations of such Person; provided that the amount of Debt attributed,
     for  purposes  of  this  Agreement, to any such obligation that  is  not
     otherwise an obligation of such Person shall be limited to the lesser of
     (x) the net book value of  the  assets  of  such  Person  by  which such
     obligation  is  secured  or  (y) the  amount  of such obligation secured
     thereby (excluding accrued interest for the current period); and

       (vii)   all Guarantees by such Person of obligations  of others of the
     types  referred to in clauses (i) to (v), inclusive, of this  definition
     (which Guarantees  shall be deemed to constitute Debt in an amount equal
     to the lesser of (x) the  maximum  amount  of such Guarantee and (y) the
     amount of such obligation of others Guaranteed thereby).

Debt of any Person shall not include any obligation  of  such  Person that is
the subject of a legal or covenant defeasance and is fully secured by cash or
cash equivalents (which cash or cash equivalents shall not be included  as an
asset  of  the  Borrower and its Subsidiaries for purposes of this Agreement,
including, without limitation, for purposes of Section 5.08 and Schedule 2).

     "Default" means  any  condition  or  event which constitutes an Event of
Default or which with the giving of notice  or  lapse  of time or both would,
unless cured or waived, become an Event of Default.

     "Defaulting Bank" means a Bank that defaults in its obligation to fund a
Loan.

     "Dollars" and "$" means the lawful currency of the United States.

     "Domestic Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in New York, New York are  authorized by law to
close.

     "Domestic Lending Office" means, as to each Bank, its  office located at
its address set forth in its Administrative Questionnaire (or  identified  in
its  Administrative  Questionnaire  as  its  Domestic Lending Office) or such
other office as such Bank may hereafter designate  as  its  Domestic  Lending
Office by notice to the Borrower and the Agent.

     "Environmental Laws" means any and all federal, state, local and foreign
statutes,   laws,   judicial   decisions,   regulations,  ordinances,  rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating
to  the environment, the effect of the environment  on  human  health  or  to
emissions,  discharges  or  releases  of  pollutants, contaminants, Hazardous
Substances  or  wastes  into the environment including,  without  limitation,
ambient air, surface water,  ground  water, or land, or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants,  Hazardous  Substances  or
wastes or the clean-up or other remediation thereof.

     "ERISA"  means  the  Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

     "ERISA Group" means the  Borrower  and all other corporations, trades or
businesses (whether or not incorporated)  to  the extent collectively treated
as a single employer under Section 414 of the Internal Revenue Code.

     "Euro-Dollar  Business Day" means any Domestic  Business  Day  on  which
commercial banks are  open  for international business (including dealings in
dollar deposits) in London.

     "Euro-Dollar Lending Office"  means, as to each Bank, its office, branch
or  affiliate  located  at  its  address  set  forth  in  its  Administrative
Questionnaire  (or  identified in its  Administrative  Questionnaire  as  its
Euro-Dollar Lending Office) or such other office, branch or affiliate of such
Bank as it may hereafter  designate  as  its  Euro-Dollar  Lending  Office by
notice to the Borrower and the Agent.

     "Euro-Dollar  Loan"  means  a  Loan  which  bears interest based upon  a
Euro-Dollar Rate pursuant to the applicable Notice  of Borrowing or Notice of
Interest Rate Election.

     "Euro-Dollar  Margin"  means a rate per annum determined  in  accordance
with the Pricing Schedule.

     "Euro-Dollar Rate" means  a  rate  of  interest  determined  pursuant to
Section 2.07(b) on the basis of a London Interbank Offered Rate.

     "Euro-Dollar   Reserve   Percentage"   has  the  meaning  set  forth  in
Section 2.07(b).

     "Event of Default" has the meaning set forth in Section 6.01.

     "Federal Funds Rate" means, for any day,  the  rate  per  annum (rounded
upward,  if  necessary,  to  the  nearest  1/100 of 1%) equal to the weighted
average of the rates on overnight Federal funds  transactions with members of
the Federal Reserve System arranged by Federal funds  brokers on such day, as
published  by the Federal Reserve Bank of New York on the  Domestic  Business
Day next succeeding such day, provided that (i) if such day is not a Domestic
Business Day,  the Federal Funds Rate for such day shall be such rate on such
transactions on  the  next preceding Domestic Business Day as so published on
the next succeeding Domestic  Business  Day,  and  (ii) if no such rate is so
published on such next succeeding Domestic Business  Day,  the  Federal Funds
Rate  for  such day shall be the average rate quoted to GSCP on such  day  on
such transactions as determined by the Agent.

     "Financing  Documents"  means  this  Agreement,  the Subsidiary Guaranty
Agreement and the Notes, if any.

     "Fitch"  means  Fitch Ratings, a majority-owned subsidiary  of  Fimalac,
S.A., and its successors  or,  if  such  corporation  shall  be  dissolved or
liquidated  or  shall no longer perform the functions of a securities  rating
agency, "Fitch" shall  be  deemed to refer to any other nationally recognized
securities rating agency designated  by the Required Banks, with the approval
of the Borrower, by notice to the Agent and the Borrower.

     "Foreign Bank" has the meaning set forth in Section 8.04(d).

     "Foreign Subsidiary" means any Subsidiary which is a "controlled foreign
corporation" within the meaning of Section 957 of the Internal Revenue Code.

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

     "Group"  or  "Group  of  Loans"  means  at  any  time a group  of  Loans
consisting  of  (i) all  Loans  which  are Base Rate Loans at  such  time  or
(ii) all Loans which are Euro-Dollar Loans  of  the same type having the same
Interest Period at such time; provided that, if a Loan of any particular Bank
is converted to or made as a Base Rate Loan pursuant to Section 8.02 or 8.04,
such Loan shall be included in the same Group or Groups of Loans from time to
time as it would have been in if it had not been so converted or made.

     "GSCP" means Goldman Sachs Credit Partners L.P., and its successors.

     "Guarantee" by any Person means any obligation, contingent or otherwise,
of such Person directly or indirectly guaranteeing  any  Debt  of  any  other
Person and, without limiting the generality of the foregoing, any obligation,
direct  or  indirect, contingent or otherwise, of such Person (i) to purchase
or pay (or advance  or supply funds for the purchase or payment of) such Debt
(whether arising by virtue  of  partnership  arrangements,  by  agreement  to
keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or  to  maintain financial statement conditions or otherwise) or (ii) entered
into for the purpose of assuring in any other manner the obligee of such Debt
of the payment  thereof  or  to  protect such obligee against loss in respect
thereof (in whole or in part), provided  that  the  term  Guarantee shall not
include  endorsements  for  collection or deposit in the ordinary  course  of
business.  The term Guarantee used as a verb has a corresponding meaning.

     "Hazardous  Substances"  means   any  toxic,  radioactive  or  otherwise
hazardous substance, including petroleum,  its  derivatives,  by-products and
other   hydrocarbons,  or  any  substance  having  any  constituent  elements
displaying any of the foregoing characteristics.

     "Indemnified Liabilities" has the meaning set forth in Section 9.03(b).

     "Indemnitee" has the meaning set forth in Section 9.03(b).

     "Interest Period" means:

    (a)   with respect to each Euro-Dollar Loan, the period commencing on the
date of borrowing therefor specified in the applicable Notice of Borrowing or
on the date  specified in the applicable Notice of Interest Rate Election and
ending one, two,  three,  six  or nine months thereafter, as the Borrower may
elect in the applicable notice; provided that:

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

        (ii)   any  Interest  Period  which  begins  on the last  Euro-Dollar
     Business  Day of a calendar month (or on a day for  which  there  is  no
     numerically  corresponding  day in the calendar month at the end of such
     Interest Period) shall, subject  to  clause (iii) below, end on the last
     Euro-Dollar Business Day of a calendar month, and

       (iii)   any  Interest  Period  which would  otherwise  end  after  the
     Maturity Date shall end on the Maturity Date.

     "Internal Revenue Code" means the  Internal  Revenue  Code  of  1986, as
amended, or any successor statute.

     "Lien" means with respect to any asset (including without limitation any
account  receivable), any mortgage, lien, pledge, charge or security interest
of any kind,  or  any  encumbrance  constituting  a security interest, or any
other  type  of  preferential arrangement that has the  practical  effect  of
creating a security  interest, in respect of such asset.  For the purposes of
this Agreement, the Borrower  or  any  Subsidiary  shall be deemed (x) to own
subject to a Lien any asset which it has acquired or  holds  subject  to  the
interest  of a vendor or lessor under any conditional sale agreement, capital
lease or other  title  retention agreement relating to such asset and (y) not
to own subject to a Lien  any  asset  which  it  leases under a lease that is
classified  as  an  operating  lease  under  generally  accepted   accounting
principles.

     "Loan"  means  a  loan made by a Bank pursuant to Section 2.01; provided
that,  if any such loan or  loans  (or  portions  thereof)  are  combined  or
subdivided  pursuant  to  a Notice of Interest Rate Election, the term "Loan"
shall refer to the combined  principal amount resulting from such combination
or to each of the separate principal amounts resulting from such subdivision,
as the case may be.  The term  "Loan"  also  refers  a  Base  Rate  Loan or a
Euro-Dollar  Loan  and "Loans" means Base Rate Loans or Euro-Dollar Loans  or
any combination of the foregoing.

     "London  Interbank   Offered   Rate"   has  the  meaning  set  forth  in
Section 2.07(b).

     "Material Debt" means Debt (other than the Loans) of the Borrower and/or
one or more of its Subsidiaries in an aggregate  outstanding principal amount
exceeding $75,000,000.  For purposes of this definition,  if the Debt arising
from  any  single transaction has an outstanding principal amount  less  than
$1,000,000,  it shall be excluded, but Debts arising from one or more related
or unrelated transactions  shall  be aggregated if the Debt arising from each
such transaction has an outstanding principal amount of $1,000,000 or more.

     "Material Plan" means at any time  a  Plan  or  Plans  having  aggregate
Unfunded Liabilities in excess of $75,000,000.

     "Maturity Date" means August 21, 2008.

     "Merger  Agreement"  means  the  Agreement and Plan of Merger among  the
Borrower, Transportation Resources, Inc.  and the other parties thereto dated
as of July 13, 2007.

     "Multiemployer Plan" means at any time  an employee pension benefit plan
within the meaning of Section 400l(a)(3) of ERISA  to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has  within the preceding five plan years made contributions,  including  for
these  purposes  any  Person  which  ceased to be a member of the ERISA Group
during such five year period.

     "Nonpublic   Information"  means  information   which   has   not   been
disseminated in a manner  making  it available to investors generally, within
the meaning of Regulation FD.

     "Notes" means promissory notes  of  the  Borrower,  substantially in the
form of Exhibit A hereto, evidencing the obligation of the  Borrower to repay
the  Loans,  and  "Note"  means  any  one  of  such  promissory notes  issued
hereunder.

     "Notice of Borrowing" has the meaning set forth in Section 2.02.

     "Notice  of  Interest  Rate  Election"  has  the meaning  set  forth  in
Section 2.10(ii).

     "Obligor" means each of the Borrower and the Subsidiary  Guarantors, and
"Obligors" means all of the foregoing.

     "Parent"  means,  with respect to any Bank, any Person controlling  such
Bank.

     "Participant" has the meaning set forth in Section 9.06(b).

     "Patriot Act" has the meaning set forth in Section 9.13.

     "PBGC" means the Pension  Benefit  Guaranty  Corporation  or  any entity
succeeding to any or all of its functions under ERISA.

     "Percentage" means, with respect to each Bank, the percentage that  such
Bank's  Commitment  constitutes of the aggregate amount of the Commitments of
all Banks.

     "Person"  means  an  individual,  a  corporation,  a  limited  liability
company, a partnership,  an  association,  a  trust  or  any  other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.

     "Plan" means at any time an employee pension benefit plan  (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject  to  the
minimum  funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding  five  years  been maintained, or contributed to, by any Person
which was at such time a member  of  the  ERISA  Group  for  employees of any
Person which was at such time a member of the ERISA Group.

     "Platform" has the meaning set forth in Section 5.01(k).

     "Pricing  Schedule"  means  the  Pricing  Schedule  attached  hereto  as
Schedule 2.

     "Prime  Rate"  means  the  rate  of  interest  quoted in The Wall Street
Journal, Money Rates Section as the Prime Rate (currently defined as the base
rate on corporate loans posted by at least 75% of the  nation's  thirty  (30)
largest  banks),  as  in  effect  from  time  to  time.   The Prime Rate is a
reference  rate and does not necessarily represent the lowest  or  best  rate
actually charged  to  any  customer.   The  Agent  or any other Bank may make
commercial loans or other loans at rates of interest  at,  above or below the
Prime Rate.

     "Qualified  Variable  Rate Demand Note" means, at any time,  a  variable
rate demand note having, at  the time of acquisition, (a) in the case of long
term notes, a long term rating  of A or higher by S&P or Fitch, or (b) in the
case of short term notes, a short  term rating of A-1 or higher by S&P or F-1
or higher by Fitch.

     "Quarterly  Dates"  means  each  March 31,   June 30,  September 30  and
December 31.

     "Regulation U"  means  Regulation U of the Board  of  Governors  of  the
Federal Reserve System, as in effect from time to time.

     "Required Banks" means at  any  time  Banks  having more than 50% of the
aggregate amount of the Commitments or, if the Commitments  shall  have  been
terminated, having more than 50% of the Aggregate Usage.

     "S&P"  means  Standard  & Poor's Ratings Group, a division of The McGraw
Hill Companies, Inc., or if Standard  &  Poor's Ratings Group shall no longer
perform the functions of a securities rating agency, "S&P" shall be deemed to
refer to any other nationally recognized securities  rating agency designated
by the Required Banks, with the approval of the Borrower,  by  notice  to the
Agent and the Borrower.

     "Significant   Subsidiary"   means  any  Subsidiary  (other  than  Emery
Insurance Company Limited) of the Borrower which has total assets or revenues
in excess of 10% of the consolidated total assets or consolidated revenues of
the Borrower and its Consolidated Subsidiaries, all calculated at the date of
the most recent financial statements  delivered  to  the  Agent  pursuant  to
Section 5.01 or, in the case of revenues, for the twelve calendar months then
ended.

     "Subsidiary"  means  any corporation or other entity of which securities
or other ownership interests having ordinary voting power to elect or appoint
a majority of the Person or Persons (whether directors, managers, trustees or
other Persons performing similar  functions)  having  the  power to direct or
cause  the  direction  of the management and policies of such corporation  or
other entity is at the time  owned  or controlled, directly or indirectly, by
the  Borrower  or  one  or more of the Borrower's  other  Subsidiaries  or  a
combination thereof (it being  understood  that Vector SCM, LLC is not, as of
the Closing Date, a Subsidiary).

     "Subsidiary Guarantors" means, at any date,  (i)  Con-way  Freight Inc.,
(ii)  Menlo  Worldwide, LLC, (iii) Menlo Logistics, Inc., (iv) Transportation
Resources, Inc., (v) Contract Freighters, Inc. and (vi) each other Subsidiary
of the Borrower  which  is a party to the Subsidiary Guaranty Agreement as of
such date.

     "Subsidiary Guaranty  Agreement"  means  a Subsidiary Guaranty Agreement
among the Borrower, the Subsidiary Guarantors and  the Agent, as executed and
delivered pursuant to Section 3.01(c) and as the same  may  be  amended  from
time to time in accordance with the terms thereof.

     "Taxes" has the meaning set forth in Section 8.04(a).

     "Third  Party  Affiliate"  means  (i) any Person or any group of Persons
(within the meaning of Section 13 or 14  of  the  Securities  Exchange Act of
1934,   as  amended)  that  directly,  or  indirectly  through  one  or  more
intermediaries,  controls  the  Borrower (a "Controlling Person") or (ii) any
Person (other than the Borrower or a Subsidiary) which is controlled by or is
under common control with a Controlling  Person.   As  used  herein, the term
"control" means possession, directly or indirectly, of the power to direct or
cause  the  direction  of  the  management  or policies of a Person,  whether
through the ownership of voting securities, by contract or otherwise.

     "Unfunded Liabilities" means, with respect  to any Plan at any time, the
amount (if any) by which (i) the value of all benefit  liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed
by  the  PBGC  for purposes of Section 4044 of ERISA, exceeds  (ii) the  fair
market value of  all Plan assets allocable to such liabilities under Title IV
of ERISA (excluding  any accrued but unpaid contributions), all determined as
of the then most recent  valuation date for such Plan, but only to the extent
that such excess represents  a  potential  liability of a member of the ERISA
Group to the PBGC or any other Person under Title IV of ERISA.

     "United States" means the United States of America, including the States
and the District of Columbia, but excluding its territories and possessions.

     "Wholly-Owned Subsidiary" means any Subsidiary  all  of  the  shares  of
capital  stock  or  other  ownership  interests  of  which (except directors'
qualifying   shares)  are  at  the  time  directly  or  indirectly   (through
Subsidiaries) owned by the Borrower.

     Section 1.02 Accounting Terms and Determinations.

     Unless otherwise  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  generally  accepted accounting principles as in
effect from time to time, applied on a basis  consistent  (except for changes
agreed  to by the Borrower's independent public accountants)  with  the  most
recent audited  consolidated  financial  statements  of  the Borrower and its
Consolidated  Subsidiaries  delivered  to the Agent; provided  that,  if  the
Borrower notifies the Agent that the Borrower wishes to amend any covenant in
Article 5  to  eliminate  the  effect of any  change  in  generally  accepted
accounting principles on the operation  of  such  covenant  (or  if the Agent
notifies  the  Borrower  that the Required Banks wish to amend Article 5  for
such purpose), then the Borrower's  compliance  with  such  covenant shall be
determined on the basis of generally accepted accounting principles in effect
immediately  before  the  relevant  change  in generally accepted  accounting
principles became effective, until either such  notice  is  withdrawn or such
covenant is amended in a manner satisfactory to the Borrower and the Required
Banks.

     Section 1.03 Types of Borrowings.

     The  term "Borrowing" denotes the aggregation of Loans of  one  or  more
Banks to be  made  to the Borrower pursuant to Section 2.01 on the same date,
all of which Loans are of the same type (subject to Article 8) and, except in
the case of Base Rate  Loans,  have  the  same  Interest  Period  or  initial
Interest Period.  Borrowings are classified for purposes of this Agreement by
reference  to  the  pricing  of  Loans  comprising  such  Borrowing  (e.g., a
"Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans).

                                  ARTICLE 2

                                 THE CREDITS

     Section 2.01 Commitments to Lend.

     Each  Bank  (severally  and  not  jointly)  agrees,  on  the  terms  and
conditions  set  forth  in  this  Agreement, to make a loan in Dollars to the
Borrower pursuant to this Section on  the Closing Date in an amount that does
not exceed Commitment of such Bank.  The  Borrowing  pursuant to this Section
2.01 shall be in an aggregate principal amount equal to  $10,000,000  or  any
larger  integral  multiple  of $1,000,000, and shall be made from the several
Banks ratably in accordance with  their  respective  Percentages.  Any amount
borrowed under this Section 2.01 and subsequently repaid  or  prepaid may not
be reborrowed.  Notwithstanding the foregoing, the sole Bank on  the  Closing
Date shall be Goldman Sachs Credit Partners L.P.

     Section 2.02 Notice of Borrowing.

     The  Borrower shall give the Agent notice (a "Notice of Borrowing")  not
later than  (a) 12:00 Noon  (New York City time) on the Domestic Business Day
before each Base Rate Borrowing  (or  the  same Domestic Business Day, as the
Agent may agree, provided that if any Bank is  a  Foreign  Bank that does not
have a lending office in the United States, the consent of such Bank shall be
required for such shorter notice) and (b) 1:00 P.M. (New York  City  time) on
the  third  Euro-Dollar  Business  Day  before  each  Euro-Dollar  Borrowing,
specifying:

         (i)   the date of such Borrowing, which shall be a Domestic Business
     Day  in the case of a Base Rate Borrowing or a Euro-Dollar Business  Day
     in the case of a Euro-Dollar Borrowing,

        (ii)   the aggregate amount of such Borrowing,

       (iii)   whether  the  Loans  comprising  such  Borrowing  are  to bear
     interest  initially  at  the Base Rate or based upon a Euro-Dollar Rate,
     and

        (iv)   in the case of a  Euro-Dollar  Borrowing,  the duration of the
     Interest  Period  applicable thereto, subject to the provisions  of  the
     definition of Interest Period;

provided that the Borrower  may  not  deliver  a Notice of Borrowing if after
giving effect to the requested Borrowing there would  be  more than ten Euro-
Dollar Borrowings outstanding.

     Section 2.03 [Reserved].

     Section 2.04 Notice to Banks; Funding of Loans.

    (a)   Upon  receipt  of a Notice of Borrowing, the Agent  shall  promptly
notify each Bank of the contents  thereof  and  of  such Bank's share of such
Borrowing and such Notice of Borrowing shall not thereafter  be  revocable by
the Borrower.

    (b)   Not later than (x) 12:00 Noon (New York City time) on the  date  of
each  Borrowing  other than a Base Rate Borrowing and (y) 1:00 P.M. (New York
City time) on the  date  of each Base Rate Borrowing, each Bank participating
therein shall make available its share of such Borrowing, in Federal or other
funds immediately available  in  New  York  City, to the Agent at its address
referred to in Section 9.01.  Unless the Agent determines that any applicable
condition  specified in Article 3 has not been  satisfied,  the  Agent  will,
promptly after  receipt  thereof,  make  the funds so received from the Banks
available to the Borrower as the Borrower may direct in the applicable Notice
of Borrowing.

    (c)   Unless the Agent shall have received  notice  from  a Bank prior to
the date of any Borrowing that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that  such Bank has
made  such  share  available  to  the Agent on the date of such Borrowing  in
accordance with subsection (b) of this  Section 2.04  and  the  Agent may, in
reliance upon such assumption, make available to the Borrower on  such date a
corresponding amount.  If and to the extent that such Bank shall not  have so
made  such  share  available  to  the Agent, such Bank agrees to repay to the
Agent, within one Domestic Business  Day  after  demand,  such  corresponding
amount together with interest thereon, for each day from the date such amount
is made available to the Borrower until the date such amount is repaid to the
Agent, at the Federal Funds Rate.  If such Bank shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Bank's Loan
included in such Borrowing for purposes of this Agreement.

    (d)   No Bank shall be responsible for the failure or delay by  any other
Bank  in  its  obligation to make its ratable share of a Borrowing hereunder;
provided, however,  that  the  failure of any Bank to fulfill its obligations
hereunder shall not relieve any other Bank of its obligations hereunder.

    (e)   Except as otherwise expressly  provided  in  this Agreement, if any
Credit Party shall fail to remit to any other Credit Party  an amount payable
by  such  first  Credit  Party  to such other Credit Party pursuant  to  this
Agreement on the date when such amount is due, such payments shall be made by
such first Credit Party together with interest thereon for each date from the
date such amount is due until the  date  such  amount  is  paid to such other
Credit Party at a rate per annum equal to the Federal Funds Rate.

     Section 2.05 Notes; Loan Accounts; Records.

    (a)   The Loans of each Bank shall be evidenced by one or  more  accounts
maintained  by  such  Bank  on  behalf  of  its  Applicable Lending Office in
accordance with paragraph (d) below.

    (b)   The Borrower hereby agrees that if any Bank  requests  a promissory
note to evidence the Loans of such Bank, the Borrower shall promptly  execute
and  deliver  to  such  Bank  a  promissory note substantially in the form of
Exhibit A attached hereto, payable  to  the order of such Bank.  In addition,
each Bank may, by notice to the Borrower  and  the  Agent,  request  that its
Loans of a particular type be evidenced by a separate Note in an amount equal
to the aggregate unpaid principal amount of such Loans.  Each such Note shall
be   in   substantially   the  form  of  Exhibit A  hereto  with  appropriate
modifications to reflect the  fact  that  it  evidences  solely  Loans of the
relevant type.  Each reference in this Agreement to the "Note" of  such  Bank
shall  be  deemed  to  refer  to and include any or all of such Notes, as the
context may require.

    (c)   Promptly  after  receipt   of   any   Bank's   Note   pursuant   to
Section 3.01(b), the Agent shall forward such Note to such Bank.

    (d)  (i)   Each  Bank  shall  maintain  an account or accounts evidencing
     each Loan made by such Bank to the Borrower from time to time, including
     the amounts of principal and interest payable and paid to such Bank from
     time  to  time under this Agreement.  Each  Bank  will  make  reasonable
     efforts to  maintain  the  accuracy  of  its  account or accounts and to
     promptly update its account or accounts from time to time, as necessary.

        (ii)   The Agent shall maintain the Register pursuant to Section 9.06
     and a subaccount for each Bank, in which Register and subaccounts (taken
     together) shall be recorded (A) the amount, type and Interest Period, if
     any, of each such Loan hereunder, (B) the amount  of  any  principal  or
     interest  due  and  payable  or  to  become due and payable to each Bank
     hereunder and (C) the amount of any sum  received by the Agent hereunder
     from or for the account of the Borrower and  each  Bank's share thereof.
     The Agent will make reasonable efforts to maintain the  accuracy  of the
     subaccounts referred to in the preceding sentence and to promptly update
     such subaccounts from time to time, as necessary.

       (iii)   The  entries  made  in  the accounts, Register and subaccounts
     maintained pursuant to subsection (ii)  above  (and,  if consistent with
     the  entries  of the Agent, subsection (i) above) shall be  prima  facie
     evidence of the existence and amounts of the obligations of the Borrower
     therein recorded; provided, however, that the failure of any Bank or the
     Agent to maintain any such account, such Register or such subaccount, as
     applicable, or  any  error  therein,  shall not in any manner affect the
     obligation of the Borrower to repay the  Loans  and  other amounts owing
     hereunder to such Bank.

     Section 2.06 Maturity of Loans.

     Each Loan shall mature, and the principal amount thereof  shall  be  due
and  payable  (together  with  accrued  and  unpaid interest thereon), on the
Maturity Date.

     Section 2.07 Interest Rates.

    (a)   Each  Base  Rate  Loan  shall  bear  interest  on  the  outstanding
principal amount thereof, for each day from the  date such Loan is made until
it  becomes due, at a rate per annum equal to the Base  Rate  for  such  day.
Such  interest  shall  be payable quarterly in arrears on each Quarterly Date
and, with respect to the  principal amount of any Base Rate Loan converted to
a Euro-Dollar Loan, on the  date  such  amount  is so converted.  Any overdue
principal of or interest on any Base Rate Loan shall  bear  interest, payable
on demand, for each day until paid at a rate per annum equal to the sum of 2%
plus the Base Rate for such day.

    (b)   Each  Euro-Dollar  Loan  shall  bear  interest  on  the outstanding
principal amount thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar  Margin  for
such  day  plus the Adjusted London Interbank Offered Rate applicable to such
Interest Period.   Such interest shall be payable for each Interest Period on
the last day thereof  and,  if  such  Interest  Period  is  longer than three
months, at the end of each three month interval after the first day thereof.

     The "Adjusted London Interbank Offered Rate" applicable  to any Interest
Period means a rate per annum equal to the quotient obtained (rounded upward,
if necessary, to the next higher 1/100 of 1%) by dividing (i) the  applicable
London  Interbank  Offered  Rate  by  (ii) 1.00 minus the Euro-Dollar Reserve
Percentage.

     The "London Interbank Offered Rate"  applicable  to  any Interest Period
means the rate per annum (rounded upward, if necessary, to  the  next  higher
1/100th of 1%) in each case determined by the Agent to be equal to:

         (i)   the  offered  rate  that appears on the Reuters Screen LIBOR01
     Page (or any successor page) that  displays  an  average British Bankers
     Association  Interest  Settlement  Rate  for deposits  in  Dollars  (for
     delivery on the first day of the applicable  Interest Period) for a term
     (and having a maturity) equivalent to the applicable  Interest Period at
     approximately  11:00  a.m. (London time) two Euro-Dollar  Business  Days
     prior to the first day of the applicable Interest Period; or

        (ii)   if  for  any reason  the  foregoing  rate  in  clause  (i)  is
     unavailable or undeterminable,  the  offered  rate on such other page or
     other  service  that  displays  an average British  Bankers  Association
     Interest Settlement Rate for deposits  in  Dollars  (for delivery on the
     first day of the applicable Interest Period) for a term  (and  having  a
     maturity)  equivalent to the applicable Interest Period at approximately
     11:00 a.m. (London  time)  two  Euro-Dollar  Business  Days prior to the
     first day of the applicable Interest Period; or

        (iii)   if for any reason the foregoing rates in clauses  (i) and (ii)
     are  unavailable  or  undeterminable,  the  rate  of  interest  at which
     deposits  in  Dollars  for  delivery  on the first day of the applicable
     Interest Period in same day funds in the  approximate  amount  of GSCP's
     pro rata share of the applicable Euro-Dollar Loan (but in no event  less
     than  $1,000,000)  for  a term (and having a maturity) equivalent to the
     applicable Interest Period would be offered by the London branch of GSCP
     to leading banks in the London  interbank  market at approximately 11:00
     a.m. (London time) two Euro-Dollar Business  Days prior to the first day
     of the applicable Interest Period.

     "Euro-Dollar  Reserve  Percentage"  means for any  day  that  percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board  of Governors of the Federal Reserve  System  (or  any  successor)  for
determining the maximum reserve requirement (including any marginal, special,
emergency  or supplemental reserves) for a member bank of the Federal Reserve
System in New  York  City  with  deposits  exceeding  five billion dollars in
respect of "Eurocurrency liabilities".  The Adjusted London Interbank Offered
Rate shall be adjusted automatically on and as of the effective  date  of any
change in the Euro-Dollar Reserve Percentage.

    (c)   Any  overdue principal of or interest on any Euro-Dollar Loan shall
bear interest, payable  on  demand,  for each day from and including the date
payment thereof was due to but excluding  the  date  of  actual payment, at a
rate per annum equal to the sum of 2% plus the higher of (i) the  sum  of the
Euro-Dollar  Margin  for  such day plus the Adjusted London Interbank Offered
Rate applicable to such Loan  on  the  day  before  such  payment was due and
(ii) the Euro-Dollar Margin for such day plus the quotient  obtained (rounded
upward,  if  necessary,  to the next higher 1/100 of 1%) by dividing  (x) the
rate per annum (rounded upward, if necessary, to the next higher 1/100 of 1%)
at which one day (or, if such  amount  due  remains  unpaid  more  than three
Euro-Dollar Business Days, then for such other period of time not longer than
three  months  as  the  Agent  may  select)  deposits in dollars in an amount
approximately equal to such overdue payment is  offered  by the London branch
of GSCP to leading banks London interbank market for the applicable period by
(y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if  the  circumstances
described  in  clause (a) or (b) of Section 8.01 shall exist, at a  rate  per
annum equal to the sum of 2% plus the Base Rate for such day).

    (d)   The Agent  shall  determine  each  interest  rate applicable to the
Loans hereunder.  The Agent shall give prompt notice to  the Borrower and the
participating  Banks  of  each  rate  of  interest  so  determined,  and  its
determination thereof shall be conclusive in the absence of manifest error.

     Section 2.08 Agent's Fees.

          The Borrower shall pay to the Agent for its own account fees in the
amounts and at the times previously agreed upon between the  Borrower and the
Agent.

     Section 2.09 Optional Termination or Reduction of Commitments.

     The Borrower may, upon at least three Domestic Business Days'  notice to
the Agent (or such shorter period as the Agent may agree), (i) terminate  the
Commitments  at  any  time,  if  no  Loans  are  outstanding at such time, or
(ii) ratably reduce from time to time by an aggregate amount of $5,000,000 or
any  larger  integral  multiple of $1,000,000, the aggregate  amount  of  the
Commitments in excess of the Aggregate Usage.

     Section 2.10 Method of Electing Interest Rates.

         (i)   The Loans  included  in  each  Borrowing  shall  bear interest
     initially at the Euro-Dollar Rate or the Base Rate, as specified  by the
     Borrower  in  the  applicable  Notice  of  Borrowing.   Thereafter,  the
     Borrower  may  from time to time elect to change or continue the type of
     interest rate borne  by each Group of Loans (subject in each case to the
     provisions of Article 8), as follows:

              (A)    if such  Loans  are  Base  Rate  Loans, the Borrower may
          elect  to  convert  such  Loans  to  Euro-Dollar Loans  as  of  any
          Euro-Dollar Business Day, and

              (B)    if such Loans are Euro-Dollar  Loans,  the  Borrower may
          elect to convert such Loans to Base Rate Loans or elect to continue
          such Loans as Euro-Dollar Loans for an additional Interest  Period,
          in each case effective on the last day of the then current Interest
          Period applicable to such Loans;

     provided that (i) no Loan may be converted into a Euro-Dollar Loan  when
     any Event of Default has occurred and is continuing and the Agent has or
     the  Required  Banks  have  determined  that  such  a  conversion is not
     appropriate  and  (ii) no Loan may be converted into a Euro-Dollar  Loan
     after the date that  is one month prior to the Maturity Date.  Each such
     election shall be made  by  delivering  a  notice (a "Notice of Interest
     Rate Election") to the Agent at least three  Euro-Dollar  Business  Days
     before  the  conversion or continuation selected in such notice is to be
     effective.  A  Notice of Interest Rate Election may, if it so specifies,
     apply to only a  portion  of  the  aggregate  principal  amount  of  the
     relevant  Group  of  Loans;  provided that (i) such portion is allocated
     ratably among the Loans comprising  such  Group  and (ii) the portion to
     which such Notice applies, and the remaining portion  to  which  it does
     not apply are each $10,000,000 or any larger multiple of $1,000,000.

        (ii)   Each Notice of Interest Rate Election shall specify:

              (A)    the  Group  of  Loans (or portion thereof) to which such
          notice applies;

              (B)    the  date  on  which   the  conversion  or  continuation
          selection  in such notice is to be effective,  which  shall  comply
          with the applicable clause of subsection (a) above;

              (C)    if  the Loans comprising such Group are to be converted,
          the new type of Loans and, if such new Loans are Euro-Dollar Loans,
          the duration of  the additional Interest Period applicable thereto;
          and

              (D)    if such  Loans  are to be continued as Euro-Dollar Loans
          for an additional Interest Period,  the duration of such additional
          Interest Period.

     Each Interest Period specified in a Notice  of  Interest  Rate  Election
     shall comply with the provisions of the definition of Interest Period.

        (iii)   Upon  receipt  of  Notice  of  Interest Rate Election from the
     Borrower  pursuant to subsection (a) above,  the  Agent  shall  promptly
     notify each  Bank  of  the  contents  thereof  and such notice shall not
     thereafter  be  revocable  by the Borrower.  If the  Borrower  fails  to
     deliver a timely Notice of Interest  Rate  Election to the Agent for any
     Group of Euro-Dollar Rate Loans, such Loans  shall  be converted to Base
     Rate  Loans  on  the  last  day  of  the  then  current Interest  Period
     applicable thereto.

     Section 2.11 Mandatory Termination of Commitments.

     The  Commitments shall terminate on the date of the  initial  Borrowing,
after giving effect to any Loans made on such date.

     Section 2.12 Payments.

    (a)   Optional.   The  Borrower  may  (i) upon the same Domestic Business
Day's notice to the Agent, prepay any Base  Rate  Loans in whole at any time,
or from time to time in part, in amounts aggregating  $500,000  or any larger
integral multiple of $100,000, by paying the principal amount to  be  prepaid
together with accrued interest thereon to the date of prepayment or (ii) upon
at  least  three  Euro-Dollar  Business Days' notice to the Agent, prepay any
Group of Euro-Dollar Loans, in whole  at  any  time,  or from time to time in
part,  in amounts aggregating $5,000,000 or any larger integral  multiple  of
$1,000,000,  by  paying  the  principal  amount  to  be prepaid together with
accrued  interest  thereon  to  the date of prepayment.  Each  such  optional
prepayment shall be applied to prepay  ratably the Loans of the several Banks
included in such Group or Borrowing.  In  connection with any such prepayment
of any Euro-Dollar Loan, the Borrower shall  comply  with  the  provisions of
Section 2.14.

     Upon  receipt  of  a  notice  of  prepayment  of Loans pursuant to  this
Section, the Agent shall promptly notify each Bank of  the  contents  thereof
and of such Bank's ratable share of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

    (b)   Mandatory.    (i)   Issuance  of  Equity  Securities.   Within  one
Business Day of the date of receipt by the Borrower of any cash proceeds from
the  issuance  of  any equity  interests  of  the  Borrower  or  any  of  its
Subsidiaries (other  than  (x) pursuant to any employee stock or stock option
compensation plan, (y) pursuant  to  any  such issuance which results in less
than  $75,000,000  of  net  cash  proceeds to the  Borrower  or  any  of  its
Subsidiaries, or (z) issuances of equity  interests  of  Subsidiaries  of the
Borrower  to the Borrower or other Subsidiaries of the Borrower or to holders
of  equity  interests  in  joint  ventures  which  are  Subsidiaries  of  the
Borrower), the  Borrower  shall prepay the Loans in an aggregate amount equal
to 100% of such proceeds, net  of  underwriting discounts and commissions and
other  reasonable  costs  and  expenses   associated   therewith,   including
reasonable legal fees and expenses.

     (ii) Issuance  of  Debt.  Within one Business Day of the date of receipt
by the Borrower or any of  its  Subsidiaries  of  any  cash proceeds from the
incurrence  of any debt security of the Borrower or any of  its  Subsidiaries
resulting in  the  receipt  by the Borrower or any of its Subsidiaries of net
cash proceeds of $75,000,000  or more, the Borrower shall prepay the Loans in
an aggregate amount equal to 100%  of  such  proceeds,  net  of  underwriting
discounts and commissions and other reasonable costs and expenses  associated
therewith, including reasonable legal fees and expenses.

     (c)  Prepayment  Certificate.  Concurrently with any prepayment  of  the
Loans pursuant to this  Section  2.12(b),  the  Borrower shall deliver to the
Agent a certificate of an authorized officer demonstrating the calculation of
the amount of the applicable net proceeds.  In the  event  that  the Borrower
shall  subsequently  determine  that the actual amount received exceeded  the
amount set forth in such certificate,  the  Borrower  shall  promptly make an
additional prepayment of the Loans in an amount equal to such excess, and the
Borrower  shall concurrently therewith deliver to the Agent a certificate  of
an authorized officer demonstrating the derivation of such excess.

     Upon receipt  of  a  notice  of  prepayment  of  Loans  pursuant to this
Section,  the  Agent shall promptly notify each Bank of the contents  thereof
and of such Bank's ratable share of such prepayment.

     Section 2.13 General Provisions as to Payment.

    (a)   The Borrower  shall make each payment of principal of, and interest
on, the Loans hereunder not  later than 1:00 P.M. (New York City time) on the
date when due, in Federal or other  funds  immediately  available in New York
City,   without  condition  or  deduction  for  any  counterclaim,   defense,
recoupment   or   setoff,  to  the  Agent  at  its  address  referred  to  in
Section 9.01.  The  Agent  will  promptly distribute to each Bank its ratable
share of each such payment received  by  the  Agent  for  the  account of the
Banks.  Whenever any payment of principal of, or interest on, the  Base  Rate
Loans  shall  be  due on a day which is not a Domestic Business Day, the date
for payment thereof  shall  be  extended  to  the  next  succeeding  Domestic
Business  Day.   Whenever  any  payment  of principal of, or interest on, the
Euro-Dollar Loans shall be due on a day which  is  not a Euro-Dollar Business
Day, the date for payment thereof shall be extended  to  the  next succeeding
Euro-Dollar  Business  Day  unless  such  Euro-Dollar  Business Day falls  in
another calendar month, in which case the date for payment  thereof  shall be
the next preceding Euro-Dollar Business Day.  If the date for any payment  of
principal  is  extended in accordance with this Section 2.13, by operation of
law or otherwise, interest thereon shall be payable for such extended time.

    (b)   Unless the Agent shall have received notice from the Borrower prior
to the date on which  any  payment  is  due  to  the Banks hereunder that the
Borrower will not make such payment in full, the Agent  may  assume  that the
Borrower  has  made  such  payment  in full to the Agent on such date and the
Agent may, in reliance upon such assumption,  cause to be distributed to each
Bank on such due date an amount equal to the amount  then  due such Bank.  If
and to the extent that the Borrower shall not have so made such payment, each
Bank shall repay to the Agent forthwith on demand such amount  distributed to
such  Bank  together with interest thereon, for each day from the  date  such
amount is distributed  to  such  Bank  until  the  date such Bank repays such
amount to the Agent, at the Federal Funds Rate.

     Section 2.14 Funding Losses.

     If the Borrower makes any payment of principal with respect to any Euro-
Dollar  Loan,  or  any  Euro-Dollar Loan is converted to  a  Base  Rate  Loan
(whether such payment or  conversion  is  pursuant  to  Articles 2, 6 or 8 or
otherwise)  on  any  day  other  than  the  last  day  of an Interest  Period
applicable thereto, or the last day of an applicable period fixed pursuant to
Section 2.07(c), or if the Borrower fails to borrow any  Euro-Dollar Loan, or
to prepay, convert or continue any Euro-Dollar Loan, after  notice  has  been
given  to  any Bank in accordance with Sections 2.04(a) or 2.10, the Borrower
shall pay to  each  Bank  within 15 days after demand an amount calculated as
provided in Exhibit D hereto  to indemnify such Bank for any loss incurred by
it  (or by an existing or scheduled  Participant  in  the  related  Loan)  in
obtaining,  liquidating  or  employing  deposits from third parties, provided
that such Bank shall have delivered to the  Borrower  a  certificate  setting
forth such amount and the calculation thereof in reasonable detail.

     Section 2.15 Computation of Interest.

     Interest  based  on  the  Prime  Rate hereunder shall be computed on the
basis of a year of 365 days (or 366 days  in  a  leap  year) and paid for the
actual number of days elapsed (including the first day but excluding the last
day).  All other interest shall be computed on the basis  of  a  year  of 360
days and paid for the actual number of days elapsed (including the first  day
but excluding the last day).

     Section 2.16 Maximum Interest Rate.

    (a)   Nothing  contained in this Agreement or the Notes shall require the
Borrower to pay interest  for the account of any Bank at a rate exceeding the
maximum rate permitted by applicable law.

    (b)   If the amount of  interest  payable  for the account of any Bank on
any  interest payment date in respect of the immediately  preceding  interest
computation period, computed pursuant to Sections 2.07 and 2.15, would exceed
the maximum  amount  permitted  by applicable law to be charged by such Bank,
the amount of interest payable for  its account on such interest payment date
shall be automatically reduced to such maximum permissible amount.

    (c)   If the amount of interest payable  for  the  account of any Bank in
respect   of   any  interest  computation  period  is  reduced  pursuant   to
subsection (b) of  this  Section and  the  amount of interest payable for its
account in respect of any subsequent interest  computation  period,  computed
pursuant  to  Sections  2.07  and 2.15, would be less than the maximum amount
permitted by applicable law to  be  charged  by such Bank, then the amount of
interest  payable  for  its account in respect of  such  subsequent  interest
computation  period  shall   be   automatically  increased  to  such  maximum
permissible amount; provided that at  no  time  shall the aggregate amount by
which interest paid for the account of any Bank has  been  increased pursuant
to this subsection (c) exceed the aggregate amount by which interest paid for
its account has theretofore been reduced pursuant to subsection (b)  of  this
Section.

                                  ARTICLE 3

                                 CONDITIONS

     Section 3.01 Conditions to Effectiveness.

     This  Agreement  shall  become  effective  as  of the date (the "Closing
Date")  when  all  of  the  following  conditions to effectiveness  shall  be
satisfied:

    (a)   the Agent shall have received counterparts hereof signed by each of
the parties hereto (or, in the case of any  party  as  to  which  an executed
counterpart  shall  not have been received, the Agent shall have received  in
form satisfactory to  it  facsimile  or  other written confirmation from such
party that it has executed a counterpart hereof);

    (b)   the Agent shall have received a  duly executed Note for the account
of each Bank requesting the same dated as of  the Closing Date complying with
the provisions of Section 2.05;

    (c)   the Agent shall have received counterparts of a Subsidiary Guaranty
Agreement, substantially in the form of Exhibit C  hereto,  duly  executed by
each of the Obligors listed on the signature pages thereof;

    (d)   the Agent shall have received an opinion of legal counsel  for  the
Borrower  relating  to  the  transactions  contemplated  hereby,  in form and
substance reasonably satisfactory to the Agent;

    (e)   the   Agent  shall  have  received  all  documents  the  Agent  may
reasonably request  relating  to the existence of the Obligors, the corporate
authority for and the validity  of  the  Financing  Documents  and  any other
matters relevant hereto, all in form and substance satisfactory to the Agent;

    (f)   the  Agent  shall have received certification by the Borrower  that
the Borrower has paid all  fees and expenses owing on the Closing Date by the
Borrower to the Credit Parties;

    (g)   the Agent shall have  received at least 5 days prior to the Closing
Date all documentation and other  information  required  by  bank  regulatory
authorities  under  applicable "know-your-customer" and anti-money laundering
rules and regulations, including the Patriot Act;

    (h)   the Borrower  shall  have  cash  on  hand  which, together with the
proceeds  from borrowings made hereunder, shall be sufficient  to  consummate
the Acquisition and pay all related fees, commissions and expenses;

    (i)   the  Acquisition shall have been consummated in accordance with the
Merger Agreement,  without giving effect to any amendments or waivers thereto
that are materially  adverse  to  the Banks without the consent of the Agent,
such consent not to be unreasonably withheld; and

    (j)   the Agent shall have received  (i)  at  least  10 days prior to the
Closing Date, audited financial statements of the Borrower  and  the Acquired
Business  for  each  of  the  three  fiscal  years immediately preceding  the
Acquisition;  (ii)  with  respect  to the Borrower,  as  soon  as  available,
unaudited financial statements for any  interim  period  or  periods  of  the
Borrower ended after the date of the most recent audited financial statements
and at least 45 days prior to the Closing Date; and (iii) with respect to the
Acquired  Business,  as  soon  as  available  to  the  Borrower, such interim
financial statements, if any, as have been delivered to  the  Borrower by the
Acquired Business.

The  Agent  shall  promptly notify each of the other Credit Parties  and  the
Borrower of the Closing Date, and such notice shall be conclusive and binding
on all parties hereto.

     Section 3.02 Loans.

     In  addition  to  the  requirements  set  forth  in  Section  3.01,  the
obligation of any Bank  to  make  a  Loan on the occasion of any Borrowing is
subject to the satisfaction of the following conditions:

         (a)   receipt by the Agent of  a  Notice of Borrowing as required by
     Section 2.02;

         (b)   the fact that, immediately before  and  after  such  Loan,  no
     Default shall have occurred and be continuing; and

         (c)   the  fact  that  the  representations  and  warranties  of the
     Borrower  contained  in  Sections  4.01,  4.02,  4.03  and  4.10 of this
     Agreement shall be true in all material respects on and as of  the  date
     of such Loan.

Each  Notice of Borrowing shall be deemed to be a representation and warranty
by the  Borrower  on  the date of such Borrowing as to the facts specified in
clauses (b) and (c) of this Section.


                                  ARTICLE 4

                       REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Agent and the Banks that:

     Section 4.01 Corporate Existence and Power.

     The Borrower (a) is  a  corporation  duly incorporated, validly existing
and in good standing under the laws of Delaware,  and  (b)  has all corporate
powers and all material governmental licenses, authorizations,  consents  and
approvals  required  to  carry on its business as now conducted, except, with
respect to clause (b), where  failure  to  do  so  could  not  reasonably  be
expected  to  have  a  material  adverse  effect  on  the business, financial
position  or  results  of  operations  of  the Borrower and its  Consolidated
Subsidiaries, considered as a whole.

     Section 4.02 Corporate and Governmental Authorization; No Contravention.

     The execution, delivery and performance by each Obligor of the Financing
Documents  to  which  it  is  a party are within  its  corporate  or  limited
liability company powers, as the  case  may  be, have been duly authorized by
all necessary corporate or limited liability company  action, as the case may
be, require no material action by or in respect of, or  material filing with,
any  governmental  body,  agency  or  official  and  do  not  contravene,  or
constitute a default under, any material provision of any applicable  law  or
regulation  or  of the certificate of incorporation or by-laws or certificate
of formation or operating  agreement,  as the case may be, of such Obligor or
of  any  material agreement, judgment, injunction,  order,  decree  or  other
instrument  binding  upon  such  Obligor  or  any Subsidiary or result in the
creation or imposition of any Lien on any material  asset  of such Obligor or
any Subsidiary.

     Section 4.03 Binding Effect.

     This Agreement constitutes a valid and binding agreement of the Borrower
and the Notes, when executed and delivered in accordance with this Agreement,
will constitute valid and binding obligations of the Borrower,  in  each case
enforceable  in  accordance with its terms, subject to applicable bankruptcy,
insolvency or similar  laws affecting creditors' rights generally and general
principles of equity (regardless of whether considered in a proceeding at law
or  in  equity).   The  Subsidiary  Guaranty  Agreement,  when  executed  and
delivered by each Obligor,  will  constitute a valid and binding agreement of
such Obligor, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency or similar laws  affecting creditors' rights generally
and  general principles of equity (regardless  of  whether  considered  in  a
proceeding at law or in equity).

     Section 4.04 Financial Information.

    (a)   The consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries   as  of  December  31,  2006  and  the  related  statements  of
consolidated income,  consolidated  cash flows and consolidated shareholders'
equity for the fiscal year then ended,  reported on by KPMG LLP and set forth
in the Borrower's 2006 Annual Report to Shareholders,  a  copy  of  which has
been  delivered  to  the  Agent  (for posting on Intralinks for the Banks  or
otherwise), fairly present, in conformity  with generally accepted accounting
principles,  the consolidated financial position  of  the  Borrower  and  its
Consolidated Subsidiaries  as  of such date and their consolidated results of
operations and cash flows for such fiscal year.

    (b)   The unaudited condensed  consolidated balance sheet of the Borrower
and  its Consolidated Subsidiaries as  of  June  30,  2007  and  the  related
unaudited  condensed  statements of consolidated income and consolidated cash
flows for the three months  then ended, set forth in the Borrower's quarterly
report  for  the fiscal quarter  ended  June  30,  2007  as  filed  with  the
Securities and  Exchange  Commission  on  Form 10-Q, a copy of which has been
delivered  to  the Agent, fairly present, on  a  basis  consistent  with  the
financial statements referred to in subsection (a) of this Section (except as
otherwise disclosed  therein),  the  consolidated  financial  position of the
Borrower  and  its  Consolidated  Subsidiaries  as  of  such  date and  their
consolidated  results of operations and cash flows for such six-month  period
(subject to normal year-end adjustments and the absence of footnotes).

    (c)   As of  the  Closing Date, there has been no material adverse change
since December 31, 2006  in  the  business,  financial position or results of
operations of the Borrower and its Consolidated Subsidiaries, considered as a
whole.

     Section 4.05 Litigation.

     There  is  no  action, suit or proceeding pending  against,  or  to  the
knowledge of the Borrower,  threatened  against  the  Borrower  or any of its
Subsidiaries before any court or arbitrator or any governmental body,  agency
or official (a) as of the Closing Date, which could reasonably be expected to
have a material adverse effect on the business, financial position or results
of  operations  of the Borrower and its Consolidated Subsidiaries, considered
as a whole, or (b)  which  in  any manner draws into question the validity of
any Financing Document.

     Section 4.06 Compliance with ERISA.

     As of the Closing Date, each member of the ERISA Group has fulfilled its
obligations under the minimum funding  standards  of  ERISA  and the Internal
Revenue Code with respect to each Plan and is in compliance in  all  respects
with  the  presently  applicable provisions of ERISA and the Internal Revenue
Code with respect to each Plan, except to the extent that noncompliance could
not reasonably be expected  to result, individually or in the aggregate, in a
material adverse effect on the  business,  financial  position  or results of
operations of the Borrower and its Consolidated Subsidiaries, considered as a
whole. As of the Closing Date, no member of the ERISA Group has (i) sought  a
waiver  of  the  minimum  funding  standard under Section 412 of the Internal
Revenue Code in respect of any Plan,  (ii) failed to make any contribution or
payment  to any Plan or Multiemployer Plan  or  in  respect  of  any  Benefit
Arrangement,  or made any amendment to any Plan or Benefit Arrangement, which
has resulted in  the  imposition  of a Lien or the posting of a bond or other
security under ERISA or the Internal  Revenue Code, except to the extent such
Lien, bond or other security could not  reasonably  be  expected  to  result,
individually  or  in  the  aggregate,  in  a  material  adverse effect on the
business, financial position or results of operations of the Borrower and its
Consolidated  Subsidiaries,  considered  as  a  whole, or (iii) incurred  any
liability  under Title IV of ERISA other than a liability  to  the  PBGC  for
premiums under  Section 4007  of  ERISA,  except to the extent such liability
could not reasonably be expected to result, individually or in the aggregate,
in a material adverse effect on the business,  financial  position or results
of  operations of the Borrower and its Consolidated Subsidiaries,  considered
as a whole.

     Section 4.07 Environmental Matters.

     As  of  the  Closing Date, to the knowledge of the Borrower, liabilities
and costs of the Borrower  and  its  Subsidiaries  associated with compliance
with  Environmental  Laws  are  unlikely  (after  taking  into   account  the
Borrower's  reserves for such liabilities and costs) to result in a  material
adverse effect  on  the business, financial position or results of operations
of the Borrower and its Consolidated Subsidiaries, considered as a whole.

     Section 4.08 Taxes.

     The Borrower and  its  Subsidiaries have filed all United States Federal
income tax returns and all other  material  tax returns which are required to
be filed by them and have paid all taxes due  pursuant  to  such  returns  or
pursuant to any assessment received by the Borrower or any Subsidiary, except
for  (i) any taxes or assessments, the amount of which is not individually or
in the aggregate material or (ii) any taxes or assessments being contested in
good faith.   The charges, accruals and reserves on the books of the Borrower
and its Subsidiaries  in  respect of taxes or other governmental charges are,
in the opinion of the Borrower, adequate.

     Section 4.09 Subsidiaries.

     As  of the Closing Date,  each  of  the  Borrower's  Subsidiaries  is  a
corporation,   limited   liability   company   or  other  legal  Person  duly
incorporated or formed, validly existing and in  good standing under the laws
of its jurisdiction of incorporation or formation,  and  has  all  corporate,
limited  liability company or organizational, as the case may be, powers  and
all governmental licenses, authorizations, consents and approvals required to
carry, on  its business as now conducted, except where failure to do so could
not reasonably be expected to have a material adverse effect on the business,
financial  position  or  results  of  operations  of  the  Borrower  and  its
Consolidated  Subsidiaries,  considered  as a whole.  As of the Closing Date,
each Subsidiary Guarantor is a Wholly-Owned Subsidiary of the Borrower.

     Section 4.10 Not an Investment Company; Federal Reserve Regulations.

     (a)  Neither the Borrower nor any Subsidiary Guarantor is an "investment
company"  within  the  meaning of the Investment  Company  Act  of  1940,  as
amended.

     (b)  Immediately before  and  after  giving  effect  to  each Borrowing,
Margin Stock (within the meaning of Regulation U) will constitute  less  than
25% of the Borrower's assets as determined in accordance with Regulation U.

     Section 4.11 Full Disclosure.

     (a)  All  information  heretofore furnished by the Borrower to the Agent
or any Bank for purposes of or  in  connection  with  this  Agreement  or any
transaction   contemplated  hereby  is,  taken  as  a  whole,  and  all  such
information hereafter furnished by the Borrower to the Agent or any Bank will
be, taken as a  whole, true and accurate in all material respects on the date
as of which such  information  is  stated  or  certified.   The  Borrower has
disclosed to the Banks in writing any and all facts (which shall be deemed to
include facts contained in the Borrower's publicly available filings with the
Securities  Exchange  Commission)  which  materially and adversely affect  or
could reasonably be expected to  materially and adversely affect  the ability
of the Borrower to perform its obligations under this Agreement.

     (b)  As of the Closing Date, the Borrower  has disclosed to the Agent in
writing any and all facts (which shall be deemed  to  include facts contained
in  the  Borrower's  publicly available filings with the Securities  Exchange
Commission) which materially  and  adversely  affect  or  could reasonably be
expected  to  materially  and  adversely  affect the business, operations  or
financial condition of the Borrower and its  Consolidated Subsidiaries, taken
as a whole.


                                  ARTICLE 5

                                  COVENANTS

     The Borrower agrees that, so long as any  Bank has any Commitment or any
Loan remains outstanding:

     Section 5.01 Information.

     The Borrower will deliver to the Agent:

         (a)   as soon as available and in any event  within  120  days after
     the  end  of  each fiscal year of the Borrower, the audited consolidated
     balance sheet of  the  Borrower  and its Consolidated Subsidiaries as of
     the  end  of  such fiscal year and the  related  audited  statements  of
     consolidated  income,   consolidated   cash   flows   and   consolidated
     shareholders' equity for such fiscal year, setting forth in each case in
     comparative form the figures for the previous fiscal year, all  reported
     on  in a manner acceptable to the Securities and Exchange Commission  by
     KPMG   LLP   or  other  independent  public  accountants  of  nationally
     recognized standing;

         (b)   as soon as available and in any event within 45 days after the
     end of each of  the  first  three  quarters  of  each fiscal year of the
     Borrower, the condensed consolidated balance sheet  of  the Borrower and
     its Consolidated Subsidiaries as of the end of such quarter, the related
     condensed statement of income for such quarter and the related condensed
     statements of income and consolidated cash flows for the  portion of the
     Borrower's  fiscal year ended at the end of such quarter, setting  forth
     in the case of  such  statements of consolidated income and consolidated
     cash flows in comparative form the figures for the corresponding periods
     of the Borrower's previous fiscal year, all certified (subject to normal
     year-end adjustments and  the  absence  of  footnotes) as to fairness of
     presentation in all material respects by the  chief financial officer or
     the chief accounting officer of the Borrower;

         (c)   simultaneously  with  the delivery of each  set  of  financial
     statements referred to in clauses (a)  and  (b)  above, a certificate of
     the  chief  financial  officer or the chief accounting  officer  of  the
     Borrower  (i) setting  forth   in  reasonable  detail  the  calculations
     required to establish whether the  Borrower  was  in compliance with the
     requirements of Sections 5.07, 5.08, 5.09 and 5.12  on  the date of such
     financial statements and (ii) stating whether any Default  exists on the
     date of such certificate and, if any Default then exists, setting  forth
     the  details  thereof  and  the  action  which the Borrower is taking or
     proposes to take with respect thereto;

         (d)   simultaneously with the delivery  of  each  set  of  financial
     statements  referred to in clause (a) above, a statement of the firm  of
     independent public  accountants (to the extent available from such firm)
     which reported on such  statements  as  to  whether anything has come to
     their attention to cause them to believe that any Default existed on the
     date of such statements;

         (e)   within five Domestic Business Days  after  any  officer of the
     Borrower  obtains  knowledge  of  any Default, if such Default  is  then
     continuing, a certificate of the chief  financial  officer  or the chief
     accounting officer of the Borrower setting forth the details thereof and
     the action which the Borrower is taking or proposes to take with respect
     thereto;

         (f)   promptly upon the mailing thereof to the shareholders  of  the
     Borrower  generally,  copies  of  all  financial statements, reports and
     proxy statements so mailed;

         (g)   promptly upon the filing thereof,  copies  of all registration
     statements  (other  than  the  exhibits  thereto  and  any  registration
     statements  on  Form S-8  or  its equivalent) and reports on Forms 10-K,
     10-Q and 8-K (or their equivalents)  which the Borrower shall have filed
     with the Securities and Exchange Commission;

         (h)   promptly if and when any member  of  the ERISA Group (i) gives
     or is required to give notice to the PBGC of any  "reportable event" (as
     defined in Section 4043 of ERISA) with respect to any  Plan  which might
     constitute  grounds  for  a  termination of such Plan under Title IV  of
     ERISA, or knows that the plan  administrator of any Plan has given or is
     required to give notice of any such  reportable  event,  a  copy  of the
     notice  of  such  reportable  event given or required to be given to the
     PBGC; (ii) receives notice of complete  or  partial withdrawal liability
     under  Title IV  of ERISA or notice that any Multiemployer  Plan  is  in
     reorganization, is  insolvent  or has been terminated, which could, when
     aggregated with any liability incurred  by any member of the ERISA Group
     as  a  result  of any other such withdrawal  liability,  reorganization,
     insolvency or termination,  give  rise  to  aggregate liabilities of the
     ERISA  Group  in  excess  of  $75,000,000,  a  copy   of   such  notice;
     (iii) receives notice from the PBGC under Title IV of ERISA of an intent
     to   terminate,   impose   liability  (other  than  for  premiums  under
     Section 4007 of ERISA) in respect of, or appoint a trustee to administer
     any  Plan, a copy of such notice;  (iv) applies  for  a  waiver  of  the
     minimum funding standard under Section 412 of the Internal Revenue Code,
     a copy  of such application; (v) gives notice of intent to terminate any
     Plan under  Section 4041(c)  of  ERISA,  a copy of such notice and other
     information filed with the PBGC; (vi) gives  notice  of  withdrawal from
     any Plan pursuant to Section 4063 or ERISA, which could, when aggregated
     with any liability incurred by any member of the ERISA Group as a result
     of any other such withdrawal, give rise to aggregate liabilities  of the
     ERISA  Group  in  excess  of  $75,000,000,  a  copy  of  such notice; or
     (vii) fails  to  make  any  payment  or  contribution  to  any  Plan  or
     Multiemployer Plan or in respect of any Benefit Arrangement or makes any
     amendment  to any Plan or Benefit Arrangement which has resulted in  the
     imposition of  a  Lien or the posting of a bond or other security valued
     in an amount when aggregated with the value of any other such Lien, bond
     or security imposed  on  any  member  of  the  ERISA  Group in excess of
     $75,000,000, a certificate of the chief financial officer  or  the chief
     accounting  officer  of  the  Borrower  setting forth details as to such
     occurrence and action, if any, which the  Borrower  or applicable member
     of the ERISA Group is required or proposes to take;

          (i)  from  time to time such additional information  regarding  the
     financial position  or  business of the Borrower and its Subsidiaries as
     the Agent, at the request of any Bank, may reasonably request;

          (j)  promptly such other information with documentation required by
     bank regulatory authorities  under  applicable  "know your customer" and
     anti-money   laundering   rules  and  regulations  (including,   without
     limitation, the Patriot Act),  as  from  time  to time may be reasonably
     requested by the Agent or any Bank; and

          (k)  concurrently  with  the  delivery of any  document  or  notice
     required to be delivered pursuant to  this  Section  5.01,  the Borrower
     shall  indicate  in  writing  whether  such  document or notice contains
     Nonpublic  Information.   The Borrower and each  Bank  acknowledge  that
     certain of the Banks may be  "public-side" Banks (Banks that do not wish
     to receive material non-public information with respect to the Borrower,
     its  Subsidiaries or their securities)  and,  if  documents  or  notices
     required  to be delivered pursuant to this Section 5.01 or otherwise are
     being distributed  through  IntraLinks/IntraAgency,  SyndTrak or another
     relevant  website  or  other information platform (the "Platform"),  any
     document or notice that  the  Borrower  has indicated contains Nonpublic
     Information  shall  not  be  posted  on  that portion  of  the  Platform
     designated  for  such  public-side  Banks.   If  the  Borrower  has  not
     indicated  whether  a  document  or notice delivered  pursuant  to  this
     Section  5.01 contains Nonpublic Information,  the  Agent  reserves  the
     right to post  such  document  or  notice  solely on that portion of the
     Platform  designated  for Banks who wish to receive  material  nonpublic
     information with respect  to  the  Borrower,  its Subsidiaries and their
     securities.

     Section 5.02 Payment of Obligations.

     The Borrower will pay and discharge, and will cause  each  Subsidiary to
pay  and  discharge,  at or before maturity, all their respective obligations
and liabilities, including, without limitation, tax liabilities, except where
(i) the same are contested  in  good faith by appropriate proceedings or (ii)
such non-payment could not reasonably  be expected to have a material adverse
affect on the business, operations or financial condition of the Borrower and
its Consolidated Subsidiaries, taken as  a whole, and will maintain, and will
cause  each  Subsidiary to maintain, in accordance  with  generally  accepted
accounting principles,  appropriate  reserves  for  the accrual of any of the
same.

     Section 5.03 Maintenance of Property; Insurance.

    (a)   The Borrower will keep, and will cause each Subsidiary to keep, all
property  useful  and  necessary in its business in good  working  order  and
condition (ordinary, wear  and  tear and unexpected accidents or catastrophes
excepted),  except  to the extent the  non-maintenance  of  which  could  not
reasonably be expected  to  have  a  material adverse affect on the business,
operations  or  financial  condition of the  Borrower  and  its  Consolidated
Subsidiaries, taken as a whole.

    (b)   The Borrower will  maintain,  and  will  cause  each  Subsidiary to
maintain,  with  financially sound and reputable insurers, insurance  against
liabilities to third  parties,  casualties  affecting  property  used  in its
business  and  other  risks  of  the  kinds  customarily  insured  against by
corporations  of  established  reputation  engaged  in  the  same  or similar
business  and  similarly  situated, of such types and in such amounts as  are
customarily carried under similar  circumstances  by such other corporations;
provided  that,  in  lieu  of any such insurance, the Borrower  or  any  such
Subsidiary may maintain a system or systems of self-insurance and reinsurance
which will accord with sound  practices  of  similarly  situated corporations
maintaining  such  systems  and  with respect to which the Borrower  or  such
Subsidiary will maintain adequate  insurance reserves, all in accordance with
generally  accepted  accounting  principles  and  in  accordance  with  sound
insurance principles or practice.

     Section 5.04 Conduct of Business and Maintenance of Existence.

     The Borrower will continue, and  will cause each Subsidiary to continue,
to  engage in business of the same general  type  as  now  conducted  by  the
Borrower  and  its  Subsidiaries  or  reasonable extensions thereof, and will
preserve,  renew and keep in full force  and  effect,  and  will  cause  each
Subsidiary to  preserve,  renew  and  keep  in  full  force  and effect their
respective  corporate  or  limited  liability  company  existence  and  their
respective  rights, privileges and franchises necessary or desirable  in  the
normal conduct  of business; provided that nothing in this Section 5.04 shall
prohibit  (i) any  merger  or  consolidation  permitted  by  Section 5.10  or
(ii) the termination  (whether by dissolution, liquidation or wind-up) of the
corporate or limited liability  company  existence  of  any Subsidiary if the
Borrower  in  good  faith  determines that such termination is  in  the  best
interest of the Borrower and is not materially disadvantageous to the Banks.

     Section 5.05 Compliance with Laws.

     The Borrower will comply,  and  will cause each Subsidiary to comply, in
all respects with all applicable laws,  ordinances,  rules,  regulations, and
requirements  of  governmental  authorities  (including,  without limitation,
Environmental  Laws  and  ERISA  and  the rules and regulations  thereunder),
except where (i) the necessity of compliance  therewith  is contested in good
faith by appropriate proceedings or (ii)  failures to comply  therewith could
not,  in  the  aggregate,  reasonably be expected to have a material  adverse
effect  on  the business, consolidated  financial  position  or  consolidated
results of operations  of   the  Borrower  and its Consolidated Subsidiaries,
taken as a whole.

     Section 5.06 Inspection of Property, Books and Records.

     The Borrower will keep, and will cause  each  Subsidiary 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.   The  Borrower  will  permit,  and will  cause  any  Significant
Subsidiary to permit representatives of any Bank,  at such Bank's expense, to
visit  and inspect any of their respective properties  to  examine  and  make
abstracts from any of their respective books and records and to discuss their
respective  affairs,  finances  and  accounts with their respective officers,
employees and independent accountants,  in each case to the extent reasonably
requested by such Bank to enable it to evaluate  the  credit  of the Borrower
and such Significant Subsidiary, confirm the Borrower's compliance  with  the
provisions  of  the  Financing  Documents,  exercise  and enforce such Bank's
rights  under  the Financing Documents or otherwise make  decisions  relating
thereto, but subject  to any limitations imposed by law or by confidentiality
agreements binding on the Borrower or the relevant Significant Subsidiary and
excluding materials subject  to  attorney-client  privilege  or attorney work
product.   Such  visits, inspections, examinations and discussions  shall  be
conducted at such reasonable times and as often as the relevant Bank or Banks
may reasonably request  and  the Borrower shall be entitled to participate in
or observe all such visits, inspections, examinations and discussions.

     Section 5.07 Debt.

     Total Debt of all Subsidiaries  then  outstanding will at no time exceed
$75,000,000; provided that such total Debt shall not include:

         (i)   Debt of a Subsidiary owing to the Borrower;

        (ii)   Debt of a Subsidiary owing to  another  Subsidiary (except, in
     the case of Debt held by a Subsidiary that is not wholly owned, directly
     or indirectly, by the Borrower, the portion of such Debt allocable, on a
     pro rata basis, to the minority interest);

       (iii)   Guarantees by a Subsidiary of Debt of the  Borrower or Debt of
     another Subsidiary;

        (iv)   Debt of a Subsidiary outstanding on June 30,  2007  and listed
     on  Schedule  5.07  or  any refinancing of such Debt, provided that  the
     principal amount of refinancing  Debt  excluded from total Debt pursuant
     to this clause (iv) shall not exceed the  principal  amount  of the Debt
     refinanced  thereby (plus accrued interest owing thereon and the  amount
     of fees, premiums  and  expenses charged or otherwise paid in connection
     with any such refinancing);

         (v)   Debt of a Subsidiary  secured  by  a purchase money Lien or in
     respect  of capitalized lease obligations permitted  by  Section 5.09(b)
     (or any refinancing  thereof);  provided  that the aggregate outstanding
     principal  amount of all Debt of all Subsidiaries  excluded  from  total
     Debt  pursuant   to  this  clause (v)  shall  not  at  any  time  exceed
     $150,000,000 (plus  accrued  interest  owing  thereon  and the amount of
     fees, premiums and expenses charged or otherwise paid in connection with
     any such refinancing);

        (vi)   Debt  of  a Subsidiary existing at the time of acquisition  of
     such Subsidiary by the Borrower or another Subsidiary and not created in
     contemplation thereof  (and  any refinancing thereof); provided that the
     principal amount of refinancing  Debt  excluded from total Debt pursuant
     to this clause (vi) shall not exceed the  principal  amount  of the Debt
     refinanced  thereby (plus accrued interest owing thereon and the  amount
     of fees, premiums  and  expenses charged or otherwise paid in connection
     with any such refinancing);

          (vii)Debt of a Subsidiary  secured  by  Liens  permitted by Section
     5.09(c)  or  5.09(d)  (and any refinancing thereof); provided  that  the
     principal amount of refinancing  Debt  excluded from total Debt pursuant
     to this clause (vii) shall not exceed the  principal  amount of the Debt
     refinanced thereby (plus accrued interest owing thereon  and  the amount
     of  fees,  premiums and expenses charged or otherwise paid in connection
     with any such refinancing); and

          (viii) Guarantees by a Subsidiary of Debt of an ESOP Trust.

As used herein, the term "ESOP Trust" means a trust created under an employee
stock ownership plan  as defined in Section 407(d)(6) of ERISA which benefits
employees of a member of the ERISA Group.

     Section 5.08 Leverage Ratio.

     The ratio of (i) Consolidated  Debt  (minus  unrestricted  cash and cash
equivalents,  marketable securities with a maturity date of 90 days  or  less
(provided that  such marketable securities, if short-term, have an A-1 rating
by S&P or P-1 rating  by Fitch or, if long-term, an A rating or better by S&P
or the Fitch equivalent),  Qualified  Variable  Rate Demand Notes and auction
rate securities subject to a "dutch auction" process  within  90 days or less
(provided  that such auction rate securities have a AAA rating or  the  Fitch
equivalent),  in  each  case, at the time of acquisition, of the Borrower and
its Subsidiaries, taken as  a  whole,  in  excess  of  $100,000,000)  to (ii)
Consolidated  EBITDA for the immediately preceding four fiscal quarter period
in respect of which financial statements were delivered to the Agent pursuant
to Section 5.01, shall at all times be less than or equal to 3.50 to 1.

     Section 5.09 Negative Pledge.

     Neither the Borrower nor any Subsidiary will create, assume or suffer to
exist any Lien on any asset now owned or hereafter acquired by it, except:

         (a)   any  Lien existing on any asset of any Person at the time such
     Person becomes a  Subsidiary,  and  not created in contemplation of such
     event at the request of the Borrower  or  any of its Subsidiaries or for
     the benefit of any of their respective creditors  (other  than creditors
     of such Person);

         (b)   (i)  any  purchase  money  Lien  on  any  property  (including
     accessions thereto and proceeds thereof) acquired by the Borrower or any
     Subsidiary or hereafter constructed or improved by the Borrower  or  any
     Subsidiary, to secure or provide for the payment of all or a part of the
     purchase  price  thereof,  or  any Debt incurred to finance the purchase
     thereof or cost of construction  or cost of improvement of such property
     and for which a bona fide firm commitment  in writing was executed prior
     to, contemporaneously with or within l80 days  after acquisition of such
     property, or the completion of construction or improvement  thereof,  as
     the  case  may  be, provided that no such Lien shall extend to any other
     property (other than proceeds, replacements, accessions and improvements
     thereof or thereto)  of the Borrower or any Subsidiary and (ii) any Lien
     relating  to capitalized  lease  obligations  of  the  Borrower  or  any
     Subsidiary;

         (c)   any  Lien on any asset of any Person existing at the time such
     Person is merged  or  consolidated  with  or  into  the  Borrower  or  a
     Subsidiary and not created in contemplation of such event at the request
     of  the Borrower or any of its Subsidiaries or for the benefit of any of
     their respective creditors (other than creditors of such Person);

         (d)   any  Lien  existing  on  any  asset  prior  to the acquisition
     thereof by the Borrower or a Subsidiary and not created in contemplation
     of  such  acquisition  at  the  request  of the Borrower or any  of  its
     Subsidiaries or for the benefit of any of their respective creditors;

         (e)   any Lien arising out of the refinancing, extension, renewal or
     refunding  of  any Debt secured by any Lien  permitted  by  any  of  the
     foregoing clauses  of  this  Section,  provided  that  such  Debt is not
     increased  (except  accrued interest owing thereon and in the amount  of
     fees, premiums and expenses charged or otherwise paid in connection with
     such transaction) and is not secured by any additional assets;

         (f)   any Lien on  (i) the  common stock or other ownership interest
     of any Subsidiary Guarantor, but  only  if  after  giving effect to such
     Lien  or other ownership interest the Borrower would  own,  directly  or
     indirectly,  at  least  80%  of  the  common  stock  of  such Subsidiary
     Guarantor  free  and  clear of Liens or (ii) the common stock  or  other
     ownership interest of any other Subsidiary;

         (g)   Liens for taxes,  assessments  or  other  governmental charges
     which  are not yet due and payable or that are being contested  in  good
     faith;

         (h)   (i)  Liens  incidental  to  the  conduct  of  business  or the
     ownership  of  properties  and  assets (including landlords', carriers',
     warehousemen's, mechanics', materialmen's and other similar Liens), (ii)
     Liens  directly  or indirectly securing  (1)  any  obligation  under  an
     indemnity, performance  guarantee  or  similar  undertaking or guarantee
     thereof issued by or on behalf of the Borrower or  its Subsidiaries, (2)
     any obligation to reimburse or indemnify any other Person  in connection
     with a performance guaranty or similar undertaking or guarantee  thereof
     issued  by  or  on  behalf  of  the  Borrower or its Subsidiaries, which
     indemnity, guarantee or undertaking in  either  case (1) or (2) above is
     issued to secure or support any contract or other obligation (other than
     a contract or other obligation evidencing Debt of  the  Borrower and its
     Subsidiaries) entered into by or otherwise binding upon the  Borrower or
     any of its Subsidiaries in the ordinary course of business, (iii)  Liens
     directly  or  indirectly  created  to  secure  the  performance of bids,
     tenders, leases, or trade contracts, or to secure statutory  obligations
     (including   obligations   under   workers   compensation,  unemployment
     insurance and other social security legislation), surety or appeal bonds
     or  nonqualified  benefit  plans,  (iv)  Liens  of  customs  or  revenue
     authorities  in  the  ordinary  course  of business, or (v)  Liens  with
     respect  to  cash  or  cash  equivalents  securing  defeased  (legal  or
     covenant) liabilities;

         (i)   Liens resulting from judgments not  constituting  an  Event of
     Default;

         (j)   Liens securing debt of a Subsidiary owed to the Borrower or to
     a Subsidiary Guarantor;

         (k)   Liens  in  existence  as  of  the  Closing  Date and listed on
     Schedule 5.09;

         (m)   leases,  subleases,  survey exceptions, easements,  rights-of-
     way, restrictions and other similar  charges  or encumbrances incidental
     to the ownership of property or assets or the ordinary  conduct  of  the
     Borrower or any Subsidiary's business;

         (n)   Liens  on  property  of the Borrower or any Subsidiary (except
     Liens on the capital stock or debt  of  the  Borrower  or any Subsidiary
     Guarantor)  in  favor  of  the  United  States  of America or any  state
     thereof, or any agency or political subdivision of  either,  or in favor
     of any other country or agency or political subdivision thereof, in each
     case  (i)  to secure payments (other than Debt) pursuant to contract  or
     statute in the  ordinary  course  of  business  or  (ii)  to secure Debt
     created, incurred or guaranteed for the purpose of financing  all or any
     part of the purchase price or the cost of construction or improvement of
     the  property  subject  to  such  Liens,  including  Liens  incurred  in
     connection  with  pollution  control,  industrial  revenue bond or other
     similar financings;

         (o)   other  Liens arising in the ordinary course  of  its  business
     which (i) do not secure  Debt,  (ii) do  not secure any obligation in an
     amount  exceeding  $50,000,000  and  (iii) do   not   in  the  aggregate
     materially detract from the value of the assets of the  Borrower and its
     Subsidiaries  or materially impair the use thereof in the  operation  of
     their business, taken as a whole;

         (p)   any Lien  on  accounts  receivable  if, immediately after such
     Lien  arises,  the  aggregate  uncollected  balance   of   all  accounts
     receivable   sold  or  subjected  to  Liens  by  the  Borrower  and  its
     Subsidiaries  would   not   exceed  15%  of  the  consolidated  accounts
     receivable of the Borrower and  its  Subsidiaries  as  of the end of its
     then most recently ended fiscal quarter (excluding, for purposes of this
     clause  (p)  accounts  receivable  charged  off in accordance  with  the
     charge-off policies applicable to the unsold  accounts receivable of the
     Borrower  and  its  Subsidiaries)  for which financial  statements  were
     delivered to the Agent pursuant to Section 5.01; and

         (q)   Liens not otherwise permitted by the foregoing clauses of this
     Section securing Debt or other obligations  if, immediately after giving
     effect to the incurrence thereof, the Debt or  other obligations secured
     by such Liens would not exceed 15% of Consolidated  Net  Tangible Assets
     as  of  the  end  of  the  immediately preceding fiscal quarter  of  the
     Borrower for which financial  statements  were  delivered  to  the Agent
     pursuant to Section 5.01.

     Section 5.10 Consolidations, Mergers and Sales of Assets.

     The   Borrower  will  not,  and  will  not  permit  any  Subsidiary  to,
consolidate  or  merge  with, or sell, lease or otherwise transfer any of its
assets to, any Person or  dissolve,  liquidate  or wind up its affairs (other
than  in  accordance  with Section 5.04(ii)), except  that  nothing  in  this
Section 5.10 shall prohibit:

          (a)  the merger or consolidation of the Borrower with or into
     another Person if the entity surviving such consolidation or merger is
     the Borrower,

          (b)  the merger or consolidation of a Subsidiary Guarantor with or
     into another Person if the entity surviving such consolidation or merger
     is or becomes a Subsidiary Guarantor in accordance with Article 3 of the
     Subsidiary Guaranty Agreement,

          (c)  the merger  or  consolidation  of  a  Subsidiary (other than a
     Subsidiary  Guarantor)  with  or  into  another  Person  if  the  entity
     surviving such consolidation or merger is the Borrower  or a Subsidiary,
     provided  that  if  such  other  Person  is the Borrower or a Subsidiary
     Guarantor, the Borrower or such Subsidiary  Guarantor  is  the surviving
     entity,

          (d)  any sale, lease or other transfer of any asset (including,  in
     the  case  of  clause (ii) pursuant to a merger or consolidation) either
     (i) in the ordinary  course  of business or (ii) for fair value if after
     giving effect thereto, the aggregate  consideration  received for all of
     their   assets   sold,  leased  or  otherwise  transferred  under   this
     clause (ii) during  any  fiscal  year  of  the  Borrower does not exceed
     $100,000,000, or

          (e)  the  Acquisition  and the merger contemplated  by  the  Merger
     Agreement;

provided that, in the case of (x) any such merger or consolidation or (y) any
such sale, lease or other transfer of any asset not in the ordinary course of
business,  no Default shall have occurred  and  be  continuing  after  giving
effect thereto.

     Section 5.11 Use of Proceeds.

     The Loans  will be used by the Borrower and its Subsidiaries to fund, in
part, the Acquisition  (including  refinancing  or retiring all existing debt
and redeeming all preferred stock of the Acquired  Business  and paying fees,
commissions and expenses in connection with the acquisition).   No  Loan will
be  used,  directly  or  indirectly,  for  the  purpose,  whether  immediate,
incidental  or ultimate, of buying or carrying any "margin stock" within  the
meaning of Regulation U.

     Section 5.12 Fixed Charge Coverage.

     The ratio  of  Consolidated  EBITDAR to Consolidated Fixed Charges shall
be, as of the last day of each fiscal  quarter  (beginning  with  the  fiscal
quarter  ended  September  30, 2007), greater than or equal to 1.875 to 1 for
the most recently ended four  fiscal  quarters for which financial statements
were delivered to the Agent pursuant to Section 5.01.

     Section 5.13 Transactions with Third Party Affiliates.

     The Borrower will not, and will not  permit  any Subsidiary to, directly
or indirectly, pay any funds to or for the account  of,  make  any investment
(whether by acquisition of stock or indebtedness, by loan, advance,  transfer
of  property,  guarantee  or  other  agreement  to  pay, purchase or service,
directly or indirectly, any Debt, or otherwise) in, lease,  sell, transfer or
otherwise dispose of any assets, tangible or intangible, to,  or  participate
in,  or  effect  any  transaction in connection with any joint enterprise  or
other joint arrangement  with,  any  Third  Party  Affiliate;  provided  that
nothing in this Section 5.13 shall prohibit:

         (a)   the  Borrower  from declaring or paying any lawful dividend so
     long as, immediately after giving effect thereto, no Default would occur
     or be continuing;

         (b)   the  Borrower or  any  Subsidiary  from  making  sales  to  or
     purchases from any  Third  Party Affiliate and, in connection therewith,
     extending  credit  or  making payments,  or  from  making  payments  for
     services  rendered by any  Third  Party  Affiliate,  if  such  sales  or
     purchases are  made or such services are rendered in the ordinary course
     of business and  on a basis no less advantageous to the Borrower or such
     Subsidiary than would be the case in an arm's-length transaction;

         (c)   the  Borrower  or  any  Subsidiary  from  making  payments  of
     principal, interest  and  premium  on  any  Debt of the Borrower or such
     Subsidiary held by a Third Party Affiliate if the terms of such Debt are
     established  on a basis no less advantageous to  the  Borrower  or  such
     Subsidiary than would be the case in an arm's-length transaction; or

         (d)   the  Borrower  or  any  Subsidiary  from  participating  in or
     effecting  any  transaction  in  connection with any joint enterprise or
     other joint arrangement with any Third  Party  Affiliate if the Borrower
     or such Subsidiary participates in the ordinary  course  of its business
     and on a basis no less advantageous than the basis on which  such  Third
     Party Affiliate participates.

                                  ARTICLE 6

                                  DEFAULTS

     Section 6.01 Events of Default.

     If  one or more of the following events ("Events of Default") shall have
occurred and be continuing:

         (a)   the  Borrower shall fail to pay any principal of any Loan when
     due, or shall fail to pay within three Domestic Business Days of the due
     date thereof any interest, fees or other amount payable hereunder;

         (b)   the Borrower  shall  fail  to  observe or perform any covenant
     contained in Sections 5.07 to 5.12, inclusive, or in Section 3.01 of the
     Subsidiary Guaranty Agreement;

         (c)   the Borrower shall fail to observe  or perform any covenant or
     agreement  contained  in any (i) Financing Document  (other  than  those
     covered by clause (a) or  (b)  above)  for  30 days after written notice
     thereof has been given to the Borrower by the  Agent  at  the request of
     any Bank, or (ii) Section 5.01(e) for 30 days;

         (d)   any representation, warranty, certification or statement  made
     by the Borrower or any Subsidiary Guarantor in any Financing Document or
     any  amendment  thereof  or  in  any certificate, financial statement or
     other document delivered pursuant  to any Financing Document shall prove
     to have been incorrect in any material  respect  when  made  (or  deemed
     made);

         (e)   the  Borrower or any Subsidiary shall fail to make any payment
     in respect of any  Material  Debt  within  three  Domestic Business Days
     after  such  payment  is  due  or,  if longer, within any  grace  period
     otherwise applicable to such payment;

         (f)   any  event  or condition shall  occur  which  results  in  the
     acceleration of the maturity  of Material Debt or enables the holders of
     Material Debt or any Person acting  on  their  behalf  to accelerate the
     maturity thereof;

         (g)   the   Borrower,  any  Significant  Subsidiary,  or  group   of
     Subsidiaries of the  Borrower  that,  taken together, would constitute a
     Significant  Subsidiary,  shall  commence  a  voluntary  case  or  other
     proceeding  seeking liquidation, reorganization  or  other  relief  with
     respect to itself or its debts under any bankruptcy, insolvency or other
     similar law now  or  hereafter in effect or seeking the appointment of a
     trustee, receiver, liquidator, custodian or other similar official of it
     or any substantial part  of  its  property, or shall consent to any such
     relief  or  to  the appointment of or  taking  possession  by  any  such
     official in an involuntary  case  or  other proceeding commenced against
     it, or shall make a general assignment  for the benefit of creditors, or
     shall fail generally to pay its debts as  they become due, or shall take
     any corporate action to authorize any of the foregoing;

         (h)   an  involuntary case or other proceeding  shall  be  commenced
     against  the  Borrower,   any   Significant   Subsidiary,  or  group  of
     Subsidiaries of the Borrower that, taken together,  would  constitute  a
     Significant  Subsidiary,  seeking  liquidation,  reorganization or other
     relief with respect to it or its debts under any bankruptcy,  insolvency
     or  other  similar  law  now  or  hereafter  in  effect  or  seeking the
     appointment  of  a  trustee,  receiver,  liquidator,  custodian or other
     similar official of it or any substantial part of its property, and such
     involuntary  case  or  other  proceeding  shall  remain undismissed  and
     unstayed  for  a  period  of 60 days; or an order for  relief  shall  be
     entered against the Borrower,  any  Significant  Subsidiary, or group of
     Subsidiaries of the Borrower that, taken together,  would  constitute  a
     Significant  Subsidiary,  under  the  federal  bankruptcy laws as now or
     hereafter in effect;

         (i)   any member of the ERISA Group shall fail  to  pay  when due an
     amount  or  amounts aggregating in excess of $75,000,000 which it  shall
     have become liable  to  pay under Title IV of ERISA; or notice of intent
     to terminate a Material Plan  shall  be filed under Title IV of ERISA by
     any member of the ERISA Group, any plan administrator or any combination
     of the foregoing; or the PBGC shall institute proceedings under Title IV
     of  ERISA to terminate, to impose liability  (other  than  for  premiums
     under  Section 4007 of ERISA) in respect of, or to cause a trustee to be
     appointed to administer any Material Plan; or a condition shall exist by
     reason  of  which  the  PBGC  would  be  entitled  to  obtain  a  decree
     adjudication  that  any Material Plan must be terminated; or there shall
     occur a complete or partial  withdrawal  from,  or a default, within the
     meaning of Section 4219(c)(5) of ERISA, with respect  to,  one  or  more
     Multiemployer  Plans  which could cause one or more members of the ERISA
     Group to incur a current payment obligation in excess of $75,000,000;

         (j)   a final judgment  or  order for the payment of money in excess
     of $75,000,000 (to the extent not  covered  by  insurance,  net  of  any
     applicable deductible) shall be entered or filed against the Borrower or
     any  Subsidiary  and  such judgment or order shall continue unsatisfied,
     unvacated and unstayed for a period of 60 days;

         (k)   any  person  or  group  of  persons  (within  the  meaning  of
     Section 13 or 14 of the  Securities  Exchange  Act  of 1934, as amended)
     shall  have  acquired  beneficial  ownership  (within  the   meaning  of
     Rule 13d-3  promulgated by the Securities and Exchange Commission  under
     said Act) of  30%  or  more of the outstanding shares of common stock of
     the  Borrower  or Continuing  Directors  shall  cease  to  constitute  a
     majority of the Borrower's board of directors; or

         (l)   the Borrower or any Subsidiary Guarantor shall take any action
     that causes the  guarantee  by any Subsidiary Guarantor set forth in the
     Subsidiary Guaranty Agreement  to be revoked or invalidated, or to cease
     to be in full force and effect (other  than  pursuant to Section 4.03 of
     the Subsidiary Guaranty Agreement), or the Borrower  or  any  Subsidiary
     Guarantor  (or  any  Person  acting  on  behalf  of  the Borrower or any
     Subsidiary Guarantor) shall deny or disaffirm any of the  obligations of
     any Subsidiary Guarantor set forth in the Subsidiary Guaranty  Agreement
     (except  to  the  extent  such  obligations  have ceased to be in effect
     pursuant to Section 4.03 of the Subsidiary Guaranty Agreement);

then,  and  in  every  such event, the Agent shall (i) if  requested  by  the
Required Banks, by notice  to the Borrower terminate the Commitments and they
shall thereupon terminate and  (ii) if  requested  by  the  Required Banks by
notice  to  the  Borrower  declare the unpaid principal amount of  the  Loans
(together with accrued interest  thereon)  to  be,  and  the unpaid principal
amount  of  the  Loans  shall thereupon become, immediately due  and  payable
without presentment, demand,  protest  or  other  notice  of any kind, all of
which are hereby waived by the Borrower; provided that in the  case of any of
the  Events of Default specified in clause (g) or (h) above with  respect  to
the Borrower, without any notice to any Obligor or any other act by the Agent
or the  Banks,  the  Commitments  shall  thereupon  terminate  and the unpaid
principal amount of the Loans (together with accrued interest thereon)  shall
become  immediately  due  and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

     Section 6.02 Notice of Default.

     The  Agent  shall give notice  to  the  Borrower  under  Section 6.01(c)
promptly upon being requested to do so by any Bank and shall thereupon notify
all the Banks thereof.


                                  ARTICLE 7

                         THE AGENT AND THE CO-AGENTS

     Section 7.01 Appointment and Authorization.

     Each Bank irrevocably  appoints  and  authorizes  the Agent to take such
action as agent on its behalf and to exercise such powers  and  perform  such
duties  under the Financing Documents as are expressly delegated to the Agent
by the terms  thereof,  together  with  all  such  powers  as  are reasonably
incidental thereto.

     Section 7.02 Agent and Affiliates.

     GSCP shall have the same rights and powers under the Financing Documents
as  any  other Bank and may exercise or refrain from exercising the  same  as
though it  were  not  the Agent.  GSCP and its affiliates may accept deposits
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 Agent hereunder and without notice to or consent of the Banks.  The Banks
acknowledge  that,  pursuant to such activities, the Agent or its  affiliates
may receive information  regarding  any  Obligor or its affiliates (including
information that may be subject to confidentiality  obligations  in  favor of
such  Obligor  or  such  affiliate)  and  acknowledge  that the Agent and its
affiliates shall be under no obligation to provide such information to them.

     Section 7.03 Action by Agent.

     The  obligations  of  the Agent under the Financing Documents  are  only
those expressly set forth therein.   Notwithstanding  any  provision  to  the
contrary  contained  elsewhere herein or in any other Financing Document, the
Agent shall not have any  duties  or responsibilities, except those expressly
set forth herein, nor shall the Agent have or be deemed to have any fiduciary
relationship  with  any  Bank  or  participant,  and  no  implied  covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into  this  Agreement  or any other Financing  Document  or  otherwise  exist
against  the  Agent.   Without  limiting  the  generality  of  the  foregoing
sentence, the use of the  term  "agent"  herein  and  in  the other Financing
Documents  with  reference  to  the  Agent  is  not  intended to connote  any
fiduciary  or  other  implied (or express) obligations arising  under  agency
doctrine of any applicable  law.   Instead,  such  term  is  used merely as a
matter  of  market  custom,  and  is  intended to create or reflect  only  an
administrative relationship between independent contracting parties.

     Section 7.04 Consultation with Experts; Delegation of Duties.

     The Agent may consult with legal counsel  (who  may  be  counsel  for an
Obligor), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith  in accordance with the advice of such counsel, accountants or experts.
The Agent  may  execute  any  of its duties under this Agreement or any other
Financing Document by or through  agents, sub-agents, employees or attorneys-
in-fact and shall be entitled to advice  of  counsel and other consultants or
experts concerning all matters pertaining to such  duties.   The  Agent shall
not  be  responsible for the negligence or misconduct of any agent, sub-agent
or attorney-in-fact  that  it  selects  in the absence of gross negligence or
willful  misconduct  by the Agent, as determined  by  a  court  of  competent
jurisdiction in a final  judgment.   The  Agent  and  any agent, sub-agent or
attorney-in-law may perform any and all of its duties and exercise its rights
and  powers  by  or  through their respective affiliates.   The  exculpatory,
indemnification and other provisions of this Agreement and shall apply to any
the affiliates of the  Agent.   All  of  the rights, benefits, and privileges
(including the exculpatory and indemnification  provisions) of this Agreement
shall  apply to any such sub-agent and to the affiliates  of  any  such  sub-
agent, and shall apply to their respective activities as sub-agent as if such
sub-agent  and affiliates were named herein.  Notwithstanding anything herein
to the contrary,  with  respect to each sub-agent appointed by the Agent, (i)
such sub-agent shall be a  third  party beneficiary under this Agreement with
respect to all such rights, benefits  and  privileges  (including exculpatory
rights and rights to indemnification) and shall have all  of  the  rights and
benefits  of  a  third  party beneficiary, including an independent right  of
action to enforce such rights, benefits and privileges (including exculpatory
rights  and  rights to indemnification)  directly,  without  the  consent  or
joinder of any  other  person, against any or all of the Borrower, Subsidiary
Guarantors and the Banks, and (ii) such sub-agent shall only have obligations
to the Agent and not to  the  Borrower or the Subsidiary Guarantors, Banks or
any other person, and the Borrower, Subsidiary Guarantors, Banks or any other
person shall not have any rights,  directly  or  indirectly, as a third party
beneficiary or otherwise, against such sub-agent.

     Section 7.05 Liability of Agent.

     Neither the Agent nor any of its affiliates nor  any of their respective
directors, officers, agents or employees shall be liable for any action taken
or  not taken by it in connection herewith (i) with the  consent  or  at  the
request  of  the  Required  Banks  or  (ii) in  the  absence of its own gross
negligence  or  willful  misconduct  as  determined by a court  of  competent
jurisdiction  in  a  final  judgment.  Neither  the  Agent  nor  any  of  its
affiliates  nor  any  of  their respective  directors,  officers,  agents  or
employees shall be responsible  for  or  have  any duty to ascertain, inquire
into  or  verify  (i) any  statement,  warranty  or  representation  made  in
connection with the Financing Documents or any borrowing  hereunder; (ii) the
performance  or  observance  of  any  of the covenants or agreements  of  the
Borrower; (iii) the satisfaction of any  condition  specified  in  Article 3,
except  receipt  of  items required to be delivered to the Agent; or (iv) the
validity, effectiveness  or  genuineness  of  the  Financing Documents or any
other instrument or writing furnished in connection therewith.

     Section 7.06 Reliance by Agent.

    (a)   The  Agent  shall  be  entitled to rely, and shall  not  incur  any
liability  by  acting in reliance, upon  any  notice,  consent,  certificate,
statement, or other writing (which may be a bank wire, facsimile transmission
or similar writing)  believed  by  it  to  be  genuine or to be signed by the
proper party or parties.  The Agent shall be fully  justified  in  failing or
refusing  to  take  any  action  under any Financing Document unless it shall
first receive such advice or concurrence  of  the  Required Banks as it deems
appropriate  and,  if it so requests, it shall first be  indemnified  to  its
satisfaction by the Banks against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action.

     (b)  For  purposes   of   determining  compliance  with  the  conditions
specified in Section 3.01, each  Bank that has signed this Agreement shall be
deemed to have consented to, approved  or  accepted  or to be satisfied with,
each  document  or other matter either sent by the Agent  to  such  Bank  for
consent, approval,  acceptance  or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Bank.

     Section 7.07 Notice of Default.

     The  Agent shall be deemed not  to  have  knowledge  or  notice  of  the
occurrence  of any Default, except with respect to defaults in the payment of
principal and  interest,  unless the Agent shall have received written notice
from a Bank or the Borrower  referring  to  this  Agreement,  describing such
Default  and  stating that such notice is a "notice of default."   The  Agent
will notify the  Banks  of  its  receipt of any such notice.  The Agent shall
take such action with respect to such  Default  as  may  be  directed  by the
Required  Banks  in accordance with Article 6; provided, however, that unless
and until the Agent has received any such direction, the Agent may (but shall
not be obligated to)  take  such  action, or refrain from taking such action,
with respect to such Default as it  shall  deem  advisable  or  in  the  best
interest of the Banks.

     Section 7.08 Indemnification.

     Each Bank shall indemnify the Agent, its affiliates and their respective
directors,  officers,  agents  and employees (to the extent not reimbursed by
the  Borrower), against any Indemnified  Liabilities  (except  for  any  such
Indemnified  Liabilities  that result from such indemnitees' gross negligence
or willful misconduct as determined by a court of competent jurisdiction in a
final  judgment,  provided that  no  action  taken  in  accordance  with  the
direction  of  the  Required  Banks  shall  be  deemed  to  constitute  gross
negligence or willful  misconduct for purposes of this Section), in each case
ratably in accordance with its Percentage (or in the event that the aggregate
Commitments have expired  or otherwise terminated, in accordance with its pro
rata share of the aggregate outstanding Loans of all Banks).

     Section 7.09 Credit Decision.

     Each Bank acknowledges  that  it has, independently and without reliance
upon the Agent, its affiliates or any other Bank, 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 Bank acknowledges  that
neither  the  Agent,  its  affiliates   nor  any  other  Bank  has  made  any
representation or warranty to it, and that  no  act  by the Agent hereinafter
taken, including any consent to and acceptance of any assignment or review of
the  affairs  of  any Obligor or any affiliate thereof, shall  be  deemed  to
constitute any representation  or  warranty by the Agent or its affiliates to
any Bank as to any matter, including whether the Agent or its affiliates have
disclosed  material  information  in  their   possession.    Each  Bank  also
acknowledges that it will, independently and without reliance upon the Agent,
its affiliates or any other Bank, and based on such documents and information
as  it  shall deem appropriate at the time, continue to make its  own  credit
decisions  in  taking or not taking any action under the Financing Documents.
Except for notices,  reports  and  other  documents  expressly required to be
furnished to the Banks by the Agent herein, the Agent shall not have any duty
or responsibility to provide any Bank with any credit  or  other  information
concerning the business, prospects, operations, property, financial and other
condition  or  creditworthiness  of  any  of  the  Obligors  or  any of their
respective affiliates which may come into the possession of the Agent  or its
affiliates.

     Section 7.10 Successor Agent.

     The  Agent  may resign at any time by giving notice thereof to the Banks
and the Borrower.   Upon  any such resignation, the Required Banks shall have
the  right, with the prior consent  (such  consent  not  to  be  unreasonably
withheld)  of  the  Borrower  provided  that  no  Default has occurred and is
continuing, to appoint a successor Agent.  If no successor  Agent  shall have
been so appointed by the Required Banks (with the Borrower's consent,  to the
extent  required),  and  shall have accepted such appointment, within 30 days
after the retiring Agent gives notice of resignation, then the retiring Agent
may, on behalf of the Banks,  appoint  a  financial  institution  to act as a
successor  Agent  hereunder  and  in any case, the Agent's resignation  shall
become effective on the thirtieth day  after  such notice of resignation.  If
neither the Required Banks nor the Agent have appointed  a  successor  Agent,
the  Required  Banks  shall  be deemed to have succeeded to and become vested
with all the rights, powers, privileges  and  duties  of  the retiring Agent.
Upon  the  acceptance  of its appointment as Agent hereunder by  a  successor
Agent, such successor Agent shall thereupon succeed to and become vested with
all the rights and duties of the retiring Agent, and the retiring Agent shall
be discharged from its duties  and obligations hereunder.  After any retiring
Agent's resignation hereunder as  Agent, the provisions of this Article shall
inure to its benefit as to any actions  taken  or  omitted  to be taken by it
while it was Agent.

     Section 7.11 Additional Agents.

     No Bank identified as a "syndication agent" on the facing  page  hereof,
on  the  signature  pages  hereto  or  otherwise herein shall have any right,
power, obligation, liability, responsibility  or  duty  of any kind under the
Financing Documents (except those applicable to it in its capacity as a Bank)
or any fiduciary relationship with any other Bank.


                                  ARTICLE 8

                           CHANGE IN CIRCUMSTANCES

     Section 8.01 Basis for Determining Interest Rate Inadequate or Unfair.

     If  on  or  prior  to  the  first  day  of any Interest Period  for  any
Euro-Dollar Borrowing:

         (a)   the  Agent  determines  that  deposits   in  Dollars  (in  the
applicable  amounts) are not being offered in the relevant  market  for  such
Interest Period, or

         (b)   Banks  having  50% or more of either the aggregate Commitments
or the aggregate principal amount of the affected Loans advise the Agent that
the Adjusted London Interbank Offered  Rate, as determined by the Agent, will
not adequately and fairly reflect the cost  to  such  Banks  of funding their
Euro-Dollar Loans for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower  and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist, (i) the obligations of  the Banks to
make Euro-Dollar Loans or to continue or convert outstanding Loans as or into
Euro-Dollar  Loans  shall  be suspended and (ii) each outstanding Euro-Dollar
Loan shall be converted into  a  Base  Rate  Loan on the last day of the then
current Interest Period applicable thereto.  Unless the Borrower notifies the
Agent at least two Domestic Business Days before  the date of any Euro-Dollar
Borrowing for which a Notice of Borrowing has previously  been  given that it
elects not to borrow on such date, such Borrowing shall instead be  made as a
Base Rate Borrowing.

     Section 8.02 Illegality.

     If  after  the date hereof, the adoption of any applicable law, rule  or
regulation, or any  change  in any applicable law, rule or regulation, or any
change in the interpretation  or  administration  thereof by any governmental
authority, central bank or comparable agency charged  with the interpretation
or  administration  thereof,  or  compliance by any Bank (or  its  Applicable
Lending Office) with any request or  directive  (whether  or  not  having the
force of law) of any such authority, central bank or comparable agency  shall
make  it  unlawful  or  impossible  for  any  Bank (or its Applicable Lending
Office)  to make or fund any Euro-Dollar Loan, or  maintain  its  Euro-Dollar
Loans and such Bank shall so notify the Agent, the Agent shall forthwith give
notice thereof to the other Banks and the Borrower, whereupon until such Bank
notifies the  Borrower  and  the  Agent that the circumstances giving rise to
such suspension no longer exist, the  obligation of such Bank to make or fund
Euro-Dollar Loans, to continue or convert  outstanding Loans as or into Euro-
Dollar Loans, shall be suspended.  Before giving  any  notice  to  the  Agent
pursuant  to  this  Section, such Bank shall designate a different Applicable
Lending Office if such designation will avoid the need for giving such notice
and will not, in the  judgment  of such Bank, be otherwise disadvantageous to
such Bank.  If such notice is given,  each Euro-Dollar Loan of such Bank then
outstanding shall be converted to a Base Rate Loan either (a) on the last day
of the then current Interest Period applicable  to  such  Euro-Dollar Loan if
such  Bank may lawfully continue to maintain and fund such Loan  as  a  Euro-
Dollar  Loan to such day or (b) immediately if such Bank shall determine that
it may not  lawfully continue to maintain and fund such Loan as a Euro-Dollar
Loan to such day.

     Section 8.03 Increased Cost and Reduced Return.

    (a)   If  after the date hereof, the adoption of any applicable law, rule
or regulation,  or  any  change in any applicable law, rule or regulation, or
any  change  in  the  interpretation   or   administration   thereof  by  any
governmental authority, central bank or comparable agency, charged  with  the
interpretation  or  administration thereof, or compliance by any Bank (or its
Applicable Lending Office)  with  any  request  or  directive (whether or not
having the force of law) of any such authority, central  bank  or  comparable
agency  shall  impose,  modify  or  deem  applicable  any reserve (including,
without limitation, any such requirement imposed by the Board of Governors of
the  Federal Reserve System, but excluding with respect  to  any  Euro-Dollar
Loan any  such  requirement  included  in  an  applicable Euro-Dollar Reserve
Percentage),  special deposit, insurance assessment  or  similar  requirement
against assets  of,  deposits  with or for the account of, or credit extended
by, any Bank (or its Applicable  Lending  Office) or shall impose on any Bank
(or  its Applicable Lending Office) or on the  London  interbank  market  any
other  condition  affecting its Euro-Dollar Loans, its Note or its obligation
to make Euro-Dollar  Loans  and  the  result  of  any  of the foregoing is to
increase the cost to such Bank (or its Applicable Lending  Office)  of making
or  maintaining  any  Euro-Dollar  Loan,  or  to reduce the amount of any sum
received or receivable by such Bank (or its Applicable  Lending Office) under
this Agreement or under its Note, if any, with respect thereto,  by an amount
deemed by such Bank to be material, then, within 30 days after demand by such
Bank  (with  a  copy to the Agent), the Borrower shall pay to such Bank  such
additional amount  or amounts as will compensate such Bank for such increased
cost or reduction.

    (b)   If any Bank  shall have determined that, after the date hereof, the
adoption  of  any  applicable  law,  rule  or  regulation  regarding  capital
adequacy, or any change  in any such law rule or regulation, or any change in
the interpretation or administration  thereof  by any governmental authority,
central  bank  or  comparable  agency  charged  with  the  interpretation  or
administration  thereof,  or  any  request  or  directive  regarding  capital
adequacy  (whether  or  not  having the force of law) of any such  authority,
central bank or comparable agency,  has  or would have the effect of reducing
the rate of return on capital of such Bank  (or  its Parent) as a consequence
of such Bank's obligations hereunder to a level below  that  which  such Bank
(or its Parent) could have achieved but for such adoption, change, request or
directive  (taking  into  consideration  its policies with respect to capital
adequacy) by an amount deemed by such Bank  to be material, then from time to
time, within 30 days after demand by such Bank  (with  a  copy to the Agent),
the Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank (or its Parent) for such reduction.

    (c)   Each Bank will use its best efforts promptly to notify the Borrower
and  the  Agent of any event of which it has knowledge, occurring  after  the
date hereof,  which  will  entitle such Bank to compensation pursuant to this
Section and will designate a  different  Applicable  Lending  Office  if such
designation  will  avoid  the  need  for,  or  reduce  the  amount  of,  such
compensation  and  will  not,  in  the  judgment  of  such Bank, be otherwise
disadvantageous   to   such  Bank.   A  certificate  of  any  Bank   claiming
compensation under this  Section and  setting  forth the additional amount or
amounts  to be paid to it hereunder shall be conclusive  in  the  absence  of
manifest error.  In determining such amount, such Bank may use any reasonable
averaging  and  attribution  methods.   Notwithstanding  the  foregoing,  the
Borrower  shall  not  be  obligated  to  pay any amounts contemplated by this
Section 8.03 which were incurred by such Bank more than 180 days prior to the
date of such demand, such 180 day period to  be  extended  to the extent that
the  event  entitling such Bank to compensation pursuant to this  Section  is
retroactive.

     Section 8.04 Taxes.

    (a)   Any  and  all payments by the Borrower to or for the account of any
Bank or the Agent hereunder or under any Note shall be made free and clear of
and without deduction  for  any  and  all  present  or  future taxes, duties,
levies,  imposts,  deductions, charges or withholdings, and  all  liabilities
with respect thereto,  excluding,  in  the  case  of each Bank and the Agent,
taxes  imposed  on  its income, and franchise taxes imposed  on  it,  by  the
jurisdiction under the  laws of which such Bank or the Agent (as the case may
be) is organized or any political  subdivision  thereof  and,  in the case of
each  Bank,  taxes  imposed  on  its  income, and franchise or similar  taxes
imposed on it, by the jurisdiction of such  Bank's  Applicable Lending Office
or  any political subdivision thereof (all such non-excluded  taxes,  duties,
levies,  imposts,  deductions,  charges,  withholdings  and liabilities being
hereinafter referred to as "Taxes").  If the Borrower shall  be  required  by
law  to  deduct  any Taxes from or in respect of any sum payable hereunder or
under any Note to  any  Bank  or  the  Agent,  (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 8.04)  such Bank or the Agent (as the case may be) receives an amount
equal to the sum  it  would  have  received had no such deductions been made,
(ii) the Borrower shall make such deductions,  (iii) the  Borrower  shall pay
the  full  amount  deducted  to  the  relevant  taxation  authority, or other
authority  in  accordance  with  applicable  law and (iv) the Borrower  shall
furnish  to  the  Agent,  at its address referred  to  in  Section 9.01,  the
original or a certified copy of a receipt evidencing payment thereof.

    (b)   In addition, the Borrower agrees to pay any present or future stamp
or documentary taxes and any  other  excise  or property taxes, or charges or
similar levies which arise from any payment made  hereunder or under any Note
or  from the execution or delivery of, or otherwise  with  respect  to,  this
Agreement or any Note (hereinafter referred to as "Other Taxes").

    (c)   The  Borrower  agrees  to indemnify each Bank and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed or asserted  by  any  jurisdiction  on amounts payable
under this Section 8.04) paid by such Bank or the Agent (as  the case may be)
and  any  liability  (including  penalties,  interest  and expenses)  arising
therefrom or with respect thereto.  This indemnification shall be made within
30 days  from  the  date such Bank or the Agent (as the case  may  be)  makes
demand therefor.

    (d)   Each Bank organized  under  the  laws of a jurisdiction outside the
United States (a "Foreign Bank"), on or prior  to  the  date of its execution
and  delivery  of  this  Agreement  in  the case of each Bank listed  on  the
signature pages hereof and on or prior to the date on which it becomes a Bank
in the case of each other Bank, and from time to time thereafter if requested
in writing by the Borrower (but only so long  as  such  Bank remains lawfully
able to do so), shall provide the Borrower with (i) Internal  Revenue Service
Form W-8 BEN or W-8 ECI, as appropriate, or any successor form  prescribed by
the  Internal  Revenue  Service,  certifying  that  such Bank 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
certifying  that  the  income  receivable  pursuant  to  this  Agreement   is
effectively  connected  with the conduct of a trade or business in the United
States, (ii) Internal Revenue Service Form W-8 or W-9, as appropriate, or any
successor form prescribed  by  the Internal Revenue Service, and/or (iii) any
other form or certificate required  by  any  taxing  authority (including any
certificate required by Sections 871(h) and 881(c) of  the  Internal  Revenue
Code,  including,  without  limitation,  in the case of Section 881(c) of the
Internal Revenue Code, a certificate that  such  Bank  (i)   is  not a "bank"
under  Section 881(c)(3)(A) of the Internal Revenue Code, (ii) is not  a  10-
percent  shareholder  within  the  meaning  of  Section  881(c)(3)(B)  of the
Internal  Revenue  Code  and  (iii) is  not  a controlled foreign corporation
receiving  interest  from  a related person within  the  meaning  of  Section
881(c)(3)(C) of the Internal  Revenue  Code),  certifying  that  such Bank is
entitled  to an exemption from tax on payments pursuant to this Agreement  or
any of the  other Financing Documents.  If the form provided by a Bank at the
time such Bank  first  becomes  a  party to this Agreement indicates a United
States interest withholding tax rate  in  excess  of zero, withholding tax at
such  rate  shall  be  considered  excluded  from  "Taxes"   as   defined  in
Section 8.04(a).

    (e)   For  any period with respect to which a Bank has failed to  provide
the Borrower with  the  appropriate  form pursuant to Section 8.04(d) (unless
such failure is due to a change in treaty,  law  or regulation, or any change
in  the  interpretation  or  administration  thereof  by   any   governmental
authority,  occurring  subsequent to the date on which a form originally  was
required to be provided),  such Bank shall not be entitled to indemnification
under Section 8.04(a) with respect  to  Taxes  imposed  by the United States;
provided that should a Bank, which is otherwise exempt from  or  subject to a
reduced  rate  of  withholding  tax,  become subject to Taxes because of  its
failure to deliver a form required hereunder,  the  Borrower  shall take such
steps  as such Bank shall reasonably request to assist such Bank  to  recover
such Taxes.

    (f)   If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section 8.04, then such Bank will change
the jurisdiction  of  its  Applicable  Lending  Office  so as to eliminate or
reduce  any  such  additional  payment  which may thereafter accrue  if  such
change, in the judgment of such Bank, is  not  otherwise  disadvantageous  to
such Bank.

     Section 8.05 Base Rate Loans Substituted for Affected Euro-Dollar Loans.

    (a)   If  (i) the  obligation of any Bank to make, or continue or convert
outstanding Loans as or  into,  Euro-Dollar Loans has been suspended pursuant
to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03
or 8.04 with respect to its Euro-Dollar  Loans  and the Borrower shall, by at
least five Euro-Dollar Business Days' prior notice  to  such Bank through the
Agent, have elected that the provisions of this Section 8.05(a)  shall  apply
to such Bank, then, unless and until such Bank notifies the Borrower that the
circumstances  giving  rise  to such suspension or demand for compensation no
longer exist, all Loans which  would  otherwise  be  made by such Bank as (or
continued as or converted into) Euro-Dollar Loans shall  be made or continued
instead as Base Rate Loans (on which interest and principal  shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Banks).  If
such Bank notifies the Borrower that the circumstances giving  rise  to  such
notice no longer exist, the principal amount of each such Base Rate Loan that
was  a  Euro-Dollar  Loan  shall  be converted into a Euro-Dollar Loan on the
first day of the next succeeding Interest  Period  applicable  to the related
Euro-Dollar Loans of the other Banks.

    (b)   If  (i) any Bank has demanded compensation under Section 8.03  with
respect to its Euro-Dollar Loans or (ii) the Borrower has become obligated to
pay any Taxes or  other amounts to or for the account of any Bank pursuant to
Section 8.04, and the  Borrower  shall, by at least five Euro-Dollar Business
Days' prior notice to the Banks through  the  Agent,  have  elected  that the
provisions of this Section 8.05(b) shall apply to all of the Banks, then  the
Borrower  shall, on the fifth Euro-Dollar Business Day following such notice,
prepay in full  the  then  outstanding  principal  amount of each outstanding
Euro-Dollar Loan of each Bank, together with accrued interest thereon.

     Section 8.06 Substitution of Banks.

     If (i) any Bank has demanded compensation under  Section 8.03,  (ii) the
Borrower has become obligated to pay any Taxes or other amounts to or for the
account of any Bank pursuant to Section 8.04 (such Bank, in either clause (i)
or  (ii),  an  "Increased Cost Bank"), (iii) any Bank has become a Defaulting
Bank and has failed to cure its default within five days after the Borrower's
request that it  cure  such  default  or (iv) in connection with any proposed
amendment,  modification,  termination, waiver  or  consent  contemplated  by
Sections 9.05(ii) to 9.05(vi), inclusive, the consent of Required Banks shall
have been obtained but the consent of one or more of such other Banks (each a
"Non-Consenting Bank") whose  consent  is  required has not been obtained, in
each case, then, with respect to each such Increased  Cost  Bank,  Defaulting
Bank or Non-Consenting Bank (each a "Selling Bank"), the Borrower shall  have
the  right,  with  the  assistance of the Agent, to seek one or more banks or
other institutions satisfactory  to the Borrower and the Agent (collectively,
the "Purchasing Banks") willing to  purchase  the  Selling  Bank's  Loans and
assume the Commitment of the Selling Bank, all on the terms specified in this
Section 8.06.   The  Selling  Bank shall be obligated (and hereby irrevocably
agrees) to sell its Loans to such Purchasing Bank or Banks (which may include
one  or  more of the Banks) in accordance  with  the  provisions  of  Section
9.06(c) within  5 days  after receiving notice from the Borrower requiring it
to do so, at an aggregate  price  equal  to  the outstanding principal amount
thereof, plus unpaid interest accrued thereon  to  but  excluding the date of
sale.   In  connection  with any such sale, and as a condition  thereof,  the
Borrower shall pay to the  Selling  Bank,  if demanded by the Selling Bank at
least two Domestic Business Days prior to such  sale,  (i) the  amount of any
indemnity  which would be due to the Selling Bank under Section 2.14  if  the
Borrower had prepaid the outstanding Euro-Dollar Loans of the Selling Bank on
the date of  such  sale  and (ii) any additional compensation, Taxes or other
amounts accrued for its account under Section 8.03 or 8.04, as applicable, to
but excluding, said date (it  being  understood  that  the Selling Bank shall
retain its right to be compensated after the date of such  sale  for any such
accrued   amounts   remaining   unpaid)  and  shall  pay  to  the  Agent  the
administrative fee referred to in  Section  9.06(c).   Upon  such  sale,  the
Purchasing  Bank or Banks shall assume the Commitment of the Selling Bank and
acquire the Loans of the Selling Bank, and the Selling Bank shall be released
from  its  obligations   hereunder  to  a  corresponding  extent,  and,  such
Purchasing Bank shall be a  Bank  party to this Agreement, shall be deemed to
be an Assignee hereunder and shall  have  all the rights and obligations of a
Bank with a Commitment equal to its ratable  share  of  the Commitment of the
Selling Bank and Loans equal to the amount of Loans acquired from the Selling
Bank.  Upon the consummation of any sale pursuant to this  Section 8.06,  the
Selling  Bank, the Agent and the Borrower shall make appropriate arrangements
so that, if required, each Purchasing Bank receives a new Note.  In the event
such Selling  Bank  is  a  Non-Consenting  Bank,  each  Purchasing Bank shall
consent, at the time of such assignment, to each matter in  respect  of which
such Selling Bank was a Non-Consenting Bank.  Upon the payment of all amounts
owing  to  any  Selling  Bank  and  the  termination  of  such Selling Bank's
Commitments,  if any, such Selling Bank shall no longer constitute  a  "Bank"
for  purposes  hereof;   provided,   any  rights  of  such  Selling  Bank  to
indemnification hereunder shall survive as to such Selling Bank.

                                  ARTICLE 9

                                MISCELLANEOUS

     Section 9.01 Notices.

     All notices, requests and other communications  ("notices") to any party
hereunder  shall be in writing (including facsimile transmission  or  similar
writing) and shall be given to such party (a) in the case of the Borrower, at
its address  or facsimile number set forth on the signature pages hereof, (b)
in the case of  the  Agent  and the Banks, at its address or facsimile number
set forth on the signature pages  hereof  or (c) in the case of any party, at
such other address or facsimile number as such  party  may  hereafter specify
for  the purpose by notice to the Agent and the Borrower.  Each  such  notice
shall  be  effective  (i)  if  given  by  facsimile  transmission,  when such
facsimile is transmitted to the facsimile transmission number specified in or
pursuant to this Section 9.01 and telephonic confirmation of receipt  thereof
is  received,  or (ii) if given by mail or by any other means, when delivered
at the address specified  in  this  Section;  provided that notices to one or
more Credit Parties under Article 2 or Article 8 shall not be effective until
received.

     Notwithstanding the foregoing, notices to  the  Banks  hereunder  may be
delivered  or  furnished  by  electronic  communication (including e-mail and
Internet or intranet websites, including the Platform) pursuant to procedures
approved by the Agent, provided that the foregoing shall not apply to notices
to any Bank pursuant to Article 2 if such Bank has notified the Agent that it
is incapable of receiving, or that it is contrary  to such bank's policies to
receive, notices under such Article by electronic communication.   The  Agent
or  any  Credit  Party  may, in its discretion, agree to accept notices to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that approval of  such  procedures  may  be  limited  to  particular
notices.   Unless the Agent otherwise prescribes, (i) notices sent to  an  e-
mail address  shall  be  deemed  received  upon  the  sender's  receipt of an
acknowledgement  from the intended recipient (such as by the "return  receipt
requested"  function,   as   available,   return   e-mail  or  other  written
acknowledgement); provided, however, that if such notice  is  not sent during
the  normal business hours of the recipient, such notice shall be  deemed  to
have been  sent  at  the  opening of business on the next business day of the
recipient, and (ii) notices  posted  to an Internet or intranet website shall
be deemed received upon the deemed receipt  by  the intended recipient at its
e-mail address as described in the foregoing clause  (i) of notification that
such notice is available and identifying the website address therefor.

     The Borrower understands that the distribution of  material  through  an
electronic   medium   is   not   necessarily   secure   and  that  there  are
confidentiality and other risks associated with such distribution  and agrees
and assumes the risks associated with such electronic distribution, except to
the  extent caused by the willful misconduct or gross negligence of Agent  as
determined by a court of competent jurisdiction in a final judgment.

     The  Platform is provided "as is" and "as available".  None of the Agent
or  any  of  its   officers,   directors,   employees,  agents,  advisors  or
representatives (the "Agent Affiliates") warrant  the  accuracy, adequacy, or
completeness  of  the  Platform  and each expressly disclaims  liability  for
errors or omissions in the Platform.   No  warranty  of  any  kind,  express,
implied or statutory, including any warranty of merchantability, fitness  for
a  particular purpose, non-infringement of third party rights or freedom from
viruses  or  other code defects is made by the Agent Affiliates in connection
with the Platform.

     Section 9.02 No Waivers.

     No failure  or  delay by any Credit Party in exercising any right, power
or privilege under any  Financing  Document shall operate as a waiver thereof
nor  shall  any single or partial exercise  thereof  preclude  any  other  or
further exercise  thereof  or  the  exercise  of  any  other  right, power or
privilege.   The rights and remedies herein provided shall be cumulative  and
not exclusive of any rights or remedies provided by law.

     Section 9.03 Expenses; Indemnification.

    (a)   The  Borrower shall pay (i) all out-of-pocket expenses of the Agent
and its affiliates,  including  reasonable  fees and disbursements of special
counsel for the Agent, in connection with the  preparation and administration
of the Financing Documents, any waiver or consent thereunder or any amendment
thereof  or  any  Default  thereunder  or any event or  condition  reasonably
alleged by any Credit Party to be a possible  Default  thereunder and (ii) if
an Event of Default occurs, all out-of-pocket expenses incurred  by the Agent
and its affiliates and each Bank, including reasonable fees and disbursements
of  counsel,  in  connection  with  such  Event  of  Default  and collection,
bankruptcy, insolvency and other enforcement proceedings resulting therefrom.

    (b)   The Borrower agrees, in addition to but not in duplication  of  any
other  indemnity  otherwise  provided herein, to indemnify each Credit Party,
Sole Lead Arranger and Sole Book  Runner  and their respective affiliates and
the respective directors, partners, members, officers, agents, sub-agents and
employees thereof (each an "Indemnitee") and  hold  each  Indemnitee harmless
from and against any and all liabilities, losses, damages, costs and expenses
of  any  kind,  including,  without  limitation,  the  reasonable   fees  and
disbursements  of counsel, which may be incurred by or asserted against  such
Indemnitee arising  out  of,  in  connection  with, or as a result of (a) the
execution or delivery of this Agreement or the  Financing  Documents  or  any
agreement  or  instrument contemplated hereby, the performance by the parties
hereto of their  respective  obligations hereunder or the consummation of the
transactions contemplated hereby,  (b) any Loan or the actual or proposed use
of   the   proceeds  therefrom,  (c)  any  actual   or   prospective   claim,
investigative,  administrative  or  judicial  proceeding  (whether  based  on
contract,  tort  or  any  other  theory and regardless of whether or not such
Indemnitee  shall be designated a party  thereto)  relating  to  any  of  the
foregoing (all  of  the  foregoing  in  subsections  (a),  (b) and (c) above,
collectively,  the  "Indemnified Liabilities"); provided that  no  Indemnitee
shall have the right  to  be  indemnified hereunder for such Indemnitee's own
gross negligence or willful misconduct  as determined by a court of competent
jurisdiction in a final judgment.

     (c)  To the extent permitted by applicable  law,  the Borrower shall not
assert, and the Borrower hereby waives, any claim against each Indemnitee, on
any  theory  of liability, for special, indirect, consequential  or  punitive
damages (as opposed  to  direct  or actual damages) (whether or not the claim
therefor is based on contract, tort  or  duty imposed by any applicable legal
requirement) arising out of, in connection  with, arising out of, as a result
of, or in any way related to, this Agreement  or  the  Financing Documents or
any  agreement  or  instrument  contemplated hereby, the performance  by  the
parties hereto of their respective  obligations hereunder or the consummation
of  the transactions contemplated hereby,  or  any  Loan  or  the  actual  or
proposed  use  of  the  proceeds  therefrom,  and the Borrower hereby waives,
releases  and  agrees not to sue upon any such claim  or  any  such  damages,
whether or not accrued  and whether or not known or suspected to exist in its
favor.

     Section 9.04 Set-Off; Sharing of Set-offs.

     Each Bank agrees that if it shall, by exercising any right of set-off or
counterclaim or otherwise,  receive  payment of a proportion of the aggregate
amount of principal and interest due with  respect  to  any  Loan  held by it
which is greater than the proportion received by any other Bank in respect of
the  aggregate amount of principal and interest due with respect to any  Loan
held by  such  other  Bank,  the  Bank receiving such proportionately greater
payment shall purchase such participations  in  the  Loans  held by the other
Banks, and such other adjustments shall be made, as may be required  so  that
all such payments of principal and interest with respect to the Loans held by
the  Banks  shall  be  shared by the Banks pro rata; provided that nothing in
this Section shall impair the right of any Credit Party to exercise any right
of set-off or counterclaim  it  may  have  and to apply the amount subject to
such exercise to the payment of indebtedness  of  the Borrower other than its
indebtedness under the Loans.  The Borrower agrees,  to the fullest extent it
may  effectively  do  so  under  applicable  law,  that  any  holder   of   a
participation  in  a  Loan, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights
with  respect  to  such participation  as  fully  as  if  such  holder  of  a
participation were a  direct  creditor  of the Borrower in the amount of such
participation.

     Section 9.05 Amendments and Waivers.

     Any provision of this Agreement or the  Notes  may  be amended or waived
if, but only if, such amendment or waiver is in writing and  is signed by the
Borrower  and  the  Required  Banks  (or  the Agent with the consent  of  the
Required  Banks) (and, if the rights or duties  of  the  Agent  are  affected
thereby, by  the  Agent);  provided  that  no such amendment or waiver shall,
unless  signed or consented to by all the Banks  directly  affected  thereby,
(i) increase  the  Commitment  of any Bank over the amount then in effect (it
being understood and agreed that a waiver of any Default shall not constitute
an increase in any Commitment of  any Bank), (ii) reduce the principal of, or
rate  of  interest on, any Loan (other  than  as  a  result  of  waiving  the
applicability  of any post-Default increase in interest rates) (provided that
amendments to the  definitions  of  Consolidated Debt and Consolidated EBITDA
shall only require the consent of Required  Banks),  (iii) postpone  the date
fixed  for  any  payment  of  principal of or interest on any Loan or for any
termination  of  any  Commitment,  (iv) amend  this  Section  or  modify  the
definition of Required Banks, (v) change the percentage of the Commitments or
of the aggregate unpaid  principal  amount  of the Loans, in each case, which
shall be required for the Banks or any of them  to take any action under this
Section or  any other provision of the Financing Documents,  (vi) change  the
manner of application  of any payments made under this Agreement or the Notes
or (vii) amend, modify or waive any provision of Sections 2.06 or 2.11.

     Section 9.06 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, except that the Borrower may not assign or otherwise transfer any of
its rights under  this  Agreement  or  the  Notes,  if any, without the prior
written consent of all Banks.

    (b)   Any  Bank  may  at any time, grant to one or more  banks  or  other
institutions (each a "Participant") participating interests in its Commitment
or any or all of its Loans.   In  the  event of any such grant by a Bank of a
participating interest to a Participant,  such  Bank shall remain responsible
for the performance of its obligations hereunder,  and  the  Borrower and the
other  Credit  Parties shall continue to deal solely and directly  with  such
Bank in connection  with  such  Bank's  rights  and  obligations  under  this
Agreement.   Any  agreement  pursuant  to  which  any  Bank  may grant such a
participating  interest  shall provide that such Bank shall retain  the  sole
right and responsibility to enforce the obligations of the Borrower hereunder
including,  without  limitation,   the   right   to  approve  any  amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Bank  will  not  agree  to  any
modification, amendment or waiver of this Agreement described in clauses (i),
(ii)  or (iii) of Section 9.05 or the immediately succeeding sentence without
the consent  of  the  Participant.  The Borrower agrees that each Participant
shall, to the extent provided  in  its participation agreement and subject to
subsection (e) of this Section 9.06, be entitled to the benefits of Article 8
with respect to its participating interest to the same extent as if it were a
Bank hereunder.

    (c)   Any Bank may at any time assign  to  one  or  more  banks  or other
institutions  (each  an "Assignee") all, or, subject to the next sentence,  a
part, of its rights and  obligations  under  this Agreement and the Notes, if
any,  held  by  such  Bank and such Assignee shall  assume  such  rights  and
obligations,  pursuant  to   an   Assignment   and  Assumption  Agreement  in
substantially  the  form of Exhibit B hereto (an "Assignment  and  Assumption
Agreement") executed  by  such  Assignee  and such transferor Bank, with (and
subject to) the subscribed consent (which shall not be unreasonably withheld)
of the Borrower and the Agent; provided that  (i)  if  an Assignee is another
Bank,  an  affiliate  of  a  Bank,  or an Approved Fund, the consent  of  the
Borrower and the Agent shall not be required  unless  all  or  any portion of
such transferor Bank's Commitment is being assigned and (ii) if  an  Event of
Default has occurred and is continuing, the consent of the Borrower shall not
be required.  No assignment of only a part of the rights and obligations of a
Bank  under  this  Agreement and the Notes, if any, held by such Bank may  be
made unless each of  (i) the  part  assigned (i.e., the "Assigned Amount" set
forth in the related Assignment and Assumption  Agreement)  and (ii) the part
retained  by the transferor Bank and any of its affiliates equals  $5,000,000
or any larger  integral  multiple  of  $1,000,000.   Upon  (x)  execution and
delivery to the Agent of an Assignment and Assumption Agreement,  (y) payment
by  such Assignee to such transferor Bank of an amount equal to the  purchase
price  agreed between such transferor Bank and such Assignee, and (z) receipt
by the Agent  of  an  administrative  fee  in  the amount of $3,500 from such
transferor  Bank or such Assignee for processing  such  assignment  (if  such
Assignee is not  another  Bank,  an affiliate of a Bank or an Approved Fund),
such Assignee shall be a Bank party  to this Agreement and shall have all the
rights and obligations of a Bank with  a  Commitment or Loans as set forth in
such Assignment and Assumption Agreement, and  the  transferor  Bank shall be
released  from  its obligations hereunder to a corresponding extent,  and  no
further  consent or  action  by  any  party  shall  be  required.   Upon  the
consummation   of   any  assignment  pursuant  to  this  subsection (c),  the
transferor  Bank,  the   Agent   and  the  Borrower  shall  make  appropriate
arrangements so that, if required,  a new Note is issued to the Assignee.  If
the Assignee is not incorporated under  the  laws  of  the  United  States of
America  or  a state thereof, it shall deliver to the Borrower and the  Agent
certification  as  to  exemption  from deduction or withholding of any United
States Federal income taxes in accordance with Section 8.04.

    (d)   Any Bank may at any time pledge or assign all or any portion of its
rights under this Agreement and its  Note to a Federal Reserve Bank.  No such
assignment shall release the transferor Bank from its obligations hereunder.

    (e)   No Assignee, Participant or  other  transferee of any Bank's rights
shall be entitled to receive any greater payment  under  Section 8.03 or 8.04
than such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's  prior  written
consent  or  by  reason  of  the  provisions  of  Section 8.02,  8.03 or 8.04
requiring such Bank to designate a different Applicable Lending Office  under
certain circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.

    (f)   The  Agent,  acting  solely  for  this  purpose  as an agent of the
Borrower, shall maintain at its office in New York, New York  a  copy of each
Assignment  and Assumption Agreement delivered to it and a register  for  the
recordation of  the names and addresses of the Banks, and the Commitments of,
and principal amount  of the Loans owing to, each Banks pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall
be conclusive, and the  Borrower,  the  Agent  and  the  Banks may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as
a  Bank hereunder for all purposes of this Agreement, notwithstanding  notice
to the  contrary.   The  Register  shall  be  available for inspection by the
Borrower and any Agent, at any reasonable time  and  from  time  to time upon
reasonable prior notice.

     Section 9.07 Collateral.

     Each Credit Party represents to each other Credit Party that  it in good
faith is not relying upon any "margin stock" (as defined in Regulation U)  as
collateral in the extension or maintenance of the credit provided for in this
Agreement.

     Section 9.08 Governing Law; Submission to Jurisdiction.

     This  Agreement  and  each  Note  shall  be governed by and construed in
accordance  with  the  laws of the State of New York.   The  Borrower  hereby
submits to the nonexclusive  jurisdiction of the United States District Court
for the Southern District of New York and of any New York State court sitting
in New York City for purposes  of  all  legal  proceedings  arising out of or
relating to the Financing Documents or the transactions contemplated thereby.
The Borrower irrevocably waives, to the fullest extent permitted  by law, any
objection  which  it may now or hereafter have to the laying of the venue  of
any such proceeding  brought  in  such  a  court  and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.

     Section 9.09 Counterparts; Integration.

     This  Agreement  may be signed in any number of  counterparts,  each  of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the  same  instrument.   This  Agreement constitutes the
entire agreement and understanding among the parties  hereto  and  supersedes
any and all prior agreements and understandings, oral or written, relating to
the subject matter hereof.

     Section 9.10 Waiver of Jury Trial.

     EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY
RIGHT  TO  TRIAL  BY  JURY  OF  ANY  CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
ARISING UNDER ANY FINANCING DOCUMENT OR  IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES  HERETO  OR  ANY  OF  THEM  WITH
RESPECT  TO  ANY  FINANCING DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW  EXISTING  OR HEREAFTER ARISING, AND WHETHER FOUNDED IN
CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR  CAUSE  OF ACTION SHALL BE DECIDED BY COURT
TRIAL  WITHOUT  A JURY, AND THAT ANY PARTY TO  THIS  AGREEMENT  MAY  FILE  AN
ORIGINAL COUNTERPART  OR  A  COPY  OF  THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES  HERETO  TO  THE  WAIVER  OF THEIR
RIGHT TO TRIAL BY JURY.

     Section 9.11 Confidentiality.

     Each  Credit  Party  agrees to keep confidential this Agreement and  any
proprietary or financial information obtained by such Credit Party based on a
review of the books and records of the Borrower or any Subsidiary pursuant to
Section 5.06 and any other  information  to  the  extent such information has
been stated by the Borrower to be confidential; provided  that nothing herein
shall  prevent  any  Credit  Party  from  disclosing this Agreement  or  such
information (i) to any other Credit Party in connection with the transactions
contemplated by the Financing Documents, (ii)  to  the  officers,  directors,
employees, agents, attorneys and accountants of such party and its affiliates
who have a need to know such information in accordance with customary banking
practices  and  who  receive  such information having been made aware of  the
confidential nature of such information, (iii) upon the order of any court or
administrative agency or pursuant to legal or judicial process, (iv) upon the
requests or demand of any governmental,  regulatory or self-regulatory agency
or authority having or purporting to have jurisdiction over such party or its
affiliates,  (v)  which  has been publicly disclosed,  (vi)  which  has  been
obtained  from any Person other  than  the  Borrower  and  its  Subsidiaries,
provided that such Person is not known to it to be bound by a confidentiality
agreement with  the  Borrower  or  its  Subsidiaries  or  known  to  it to be
otherwise   prohibited   from   transmitting  the  information  to  it  by  a
contractual, legal or fiduciary obligation,  (vii)  in  connection  with  the
exercise of any remedy under the Financing Documents, (viii) to any actual or
proposed  participant,  assignee  or  swap  counterparty of all or any of its
rights under the Financing Documents, provided that such proposed participant
or assignee shall have agreed in writing to be  bound  by  the  provisions of
this Section or confidentiality provisions no less restrictive than  those of
this  Section,  or (ix) disclosure to any rating agency when required by  it,
provided that, prior to any disclosure, such rating agency shall undertake in
writing to preserve  the  confidentiality  of  any  confidential  information
relating to the Borrower or its Subsidiaries received by it from any  of  the
Credit  Parties.   In  addition,  the  Agent  and  each Bank may disclose the
existence of this Agreement and the information contained  in  this Agreement
to market data collectors, similar service providers to the lending industry,
and  service  providers  to  the  Agent and the Banks in connection with  the
administration and management of this Agreement.

     Section 9.12 Survival.

     All  indemnities set forth herein,  including,  without  limitation,  in
Sections 2.14,  7.08,  8.03,  8.04  and 9.03, shall survive the execution and
delivery of this Agreement, the making  of  the  Loans,  the repayment of the
Loans and other obligations under the Financing Documents  and the expiration
or other termination of the Commitments hereunder.

     Section 9.13 Patriot Act Notice.

     Each  Bank  and  the  Agent (for itself and not on behalf of  any  Bank)
hereby notifies the Borrower  that  pursuant  to  the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into  law October 26, 2001))
(the "Patriot Act"), it is required to obtain, verify and  record information
that identifies the Borrower and each Subsidiary Guarantor, which information
includes  the name and address of the Borrower and each Subsidiary  Guarantor
and other information  that will allow such Bank or the Agent, as applicable,
to identify the Borrower and each Subsidiary Guarantor in accordance with the
Patriot Act.

     Section 9.14 Absence of Fiduciary Relationship; Affiliate Activities.

     The  Borrower acknowledges  that  GSCP  and  its  affiliates,  including
Goldman Sachs  (collectively  "GS") may have economic interests that conflict
with those of the Borrower.  Each  of  the parties hereto agrees that GS will
act under this Agreement as an independent  contractor  and  that  nothing in
this  Agreement  or otherwise will be deemed to create an advisory, fiduciary
or agency relationship  or fiduciary or other implied duty between GS and the
Borrower, its stockholders  or  its affiliates except, solely with respect to
an advisory relationship, for the advisory relationship between Goldman Sachs
& Co. and the Borrower pursuant to the letter dated July 13, 2007 between the
Borrower and Goldman Sachs & Co.  (the "M&A Engagement Letter").  Each of the
parties hereto acknowledges and agrees that (i) the transactions contemplated
by this Agreement are arm's-length commercial transactions between GS, on the
one hand, and the Borrower, on the  other,  (ii)  in connection therewith and
with  the  process  leading  to such transaction GS is  acting  solely  as  a
principal and not the agent or  fiduciary  of  the  Borrower, its management,
stockholders,  creditors  or  any  other  person, (iii) except,  solely  with
respect to an advisory relationship, for the  advisory  relationship  between
Goldman  Sachs  & Co. and the Borrower pursuant to the M&A Engagement Letter,
GS has not assumed  an  advisory  or fiduciary responsibility in favor of the
Borrower with respect to the transactions  contemplated hereby or the process
leading thereto (irrespective of whether GS  or  any  of  its  affiliates has
advised or is currently advising the Borrower on other matters)  and (iv) the
Borrower has consulted its own legal and financial advisors to the  extent it
deemed appropriate.  The Borrower further acknowledges and agrees that  it is
responsible  for  making  its  own  independent judgment with respect to such
transactions and the process leading  thereto.   The  Borrower agrees that it
will  not  claim  that  GS has rendered advisory services of  any  nature  or
respect, except provided by the M&A Engagement Letter, or owes a fiduciary or
similar duty to the Borrower,  in  connection  with  such  transaction or the
process  leading thereto.  In addition, GSCP may employ the services  of  its
affiliates in providing certain services hereunder and may exchange with such
affiliates  information  concerning the Borrower and other companies that may
be the subject of this arrangement,  and such affiliates shall be entitled to
the benefits afforded to (and subject to the obligations of) GSCP hereunder.









     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

                               CON-WAY INC., a Delaware corporation



                               By: /s/ Mark C. Thickpenny
                                   ---------------------------
                               Name:  Mark C. Thickpenny
                               Title: Vice President - Treasurer

                               2855 Campus Drive, Suite 300
                               San Mateo, CA 94403
                               Facsimile number: (650) 378-5200
                               Telephone number: (650) 357-9160











                               GOLDMAN SACHS CREDIT PARTNERS L.P.,
                               in its capacity as a Bank, the Syndication
                               Agent and as the Agent



                               By:    Walter A. Jackson
                                    ----------------------
                               Name:  Walter A. Jackson
                               Title: Authorized Signatory


                               Goldman Sachs Credit Partners L.P.
                               c/o Goldman, Sachs & Co.
                               30 Hudson Street, 17th Floor
                               Jersey City, NJ 07302
                               Attention: SBD Operations
                               Attention:  Pedro Ramirez
                               Telecopier:  (212) 357-4597
                               Email [and for delivery of final financial
                               statements for posting]: gsd.link@gs.com


                               with a copy to:


                               Goldman Sachs Credit Partners L.P.
                               1 New York Plaza
                               New York, New York  10004
                               Attention:  [Elizabeth Fischer]
                                           [Rob Schatzman]*
                               Telecopier:  (212) 902-3000