exhibit101.htm


    
       

      
        	
                EXECUTED
      VERSION

              


      

    

    


    

      $85,000,000

      


      THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

      


      Dated as
of September 23, 2008

      


      COVENANT
TRANSPORT, INC.,

      CTG
LEASING COMPANY,

      COVENANT
ASSET MANAGEMENT, INC.,

      SOUTHERN
REFRIGERATED TRANSPORT, INC.,

      COVENANT TRANSPORT SOLUTIONS, INC.,
and

      STAR
TRANSPORTATION, INC.

      as
Borrowers,

      


      COVENANT
TRANSPORTATION GROUP, INC.,

      as
Parent,

      


      CERTAIN
FINANCIAL INSTITUTIONS,

      as
Lenders,

      


      BANK
OF AMERICA, N.A.,

      as Agent
for Lenders,

      


      and

      


      BANC OF AMERICA SECURITIES LLC,
and

      J.P.
MORGAN SECURITIES INC.

      as Joint
Lead Arrangers and Joint Book Runners


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS



      
        	 	 	 	Page
	
                SECTION 1.

              	 	
                    DEFINITIONS;
      RULES OF CONSTRUCTION; ASSIGNMENT AND 

                    ALLOCATIONS

              	
                 

                1

              
	
                1.1.

              	 	
                Definitions

              	
                1

              
	
                1.2.

              	 	
                Accounting
      Terms

              	
                30

              
	
                1.3.

              	 	
                Uniform
      Commercial Code

              	
                30

              
	
                1.4.

              	 	
                Certain
      Matters of Construction

              	
                30

              
	
                1.5.

              	 	
                Amendment
      and Restatement; Assignment and Allocations

              	
                30

              
	
                SECTION
      2.

              	 	
                    CREDIT
      FACILITIES

              	
                31

              
	
                2.1.

              	 	
                Revolver
      Commitment

              	
                31

              
	
                2.2.

              	 	
                Letter
      of Credit Facility

              	
                32

              
	
                2.3.

              	 	
                Increase
      in Revolving Credit Facility

              	
                34

              
	
                SECTION
      3.

              	 	
                    INTEREST, FEES
      AND CHARGES

              	
                36

              
	
                3.1.

              	 	
                Interest

              	
                36

              
	
                3.2.

              	 	
                Fees

              	
                37

              
	
                3.3.

              	 	
                Computation
      of Interest, Fees, Yield Protection

              	
                37

              
	
                3.4.

              	 	
                Reimbursement
      Obligations

              	
                38

              
	
                3.5.

              	 	
                Illegality

              	
                38

              
	
                3.6.

              	 	
                Inability
      to Determine Rates

              	
                38

              
	
                3.7.

              	 	
                Increased
      Costs; Capital Adequacy

              	
                38

              
	
                3.8.

              	 	
                Mitigation

              	
                39

              
	
                3.9.

              	 	
                Funding
      Losses

              	
                40

              
	
                3.10.

              	 	
                Maximum
      Interest

              	
                40

              
	
                SECTION
      4.

              	 	
                    LOAN
      ADMINISTRATION

              	
                40

              
	
                4.1.

              	 	
                Manner
      of Borrowing and Funding Revolver Loans

              	
                40

              
	
                4.2.

              	 	
                Defaulting
      Lender

              	
                42

              
	
                4.3.

              	 	
                Number
      and Amount of LIBOR Loans; Determination of Rate

              	
                42

              
	
                4.4.

              	 	
                Borrower
      Agent

              	
                42

              
	
                4.5.

              	 	
                One
      Obligation

              	
                42

              
	
                4.6.

              	 	
                Effect
      of Termination

              	
                42

              
	
                SECTION
      5.

              	 	
                    PAYMENTS

              	
                43

              
	
                5.1.

              	 	
                General
      Payment Provisions

              	
                43

              
	
                5.2.

              	 	
                Repayment
      of Revolver Loans

              	
                43

              


      

       

       

      
        
          
          

        

        
          (i)

          
            

          

        

        
          
          

        

      

       

      
        	
                5.3.

              	 	
                Payment
      of Other Obligations

              	
                43

              
	
                5.4.

              	 	
                Marshaling;
      Payments Set Aside

              	
                43

              
	
                5.5.

              	 	
                Post-Default
      Allocation of Payments

              	
                43

              
	
                5.6.

              	 	
                Application
      of Payments

              	
                44

              
	
                5.7.

              	 	
                Loan
      Account; Account Stated

              	
                45

              
	
                5.8.

              	 	
                Taxes

              	
                45

              
	
                5.9.

              	 	
                Foreign
      Lenders

              	
                45

              
	
                5.10.

              	 	
                Nature
      and Extent of Each Borrower’s Liability

              	
                46

              
	
                SECTION
      6.

              	 	
                    CONDITIONS
      PRECEDENT

              	
                48

              
	
                6.1.

              	 	
                Conditions
      Precedent to Initial Loans

              	
                48

              
	
                6.2.

              	 	
                Conditions
      Precedent to All Credit Extensions

              	
                50

              
	
                6.3.

              	 	
                Limited
      Waiver of Conditions Precedent

              	
                51

              
	
                SECTION
      7.

              	 	
                    COLLATERAL

              	
                51

              
	
                7.1.

              	 	
                Grant
      of Security Interest

              	
                51

              
	
                7.2.

              	 	
                Lien
      on Deposit Accounts; Cash Collateral

              	
                52

              
	
                7.3.

              	 	
                Real
      Estate Collateral

              	
                52

              
	
                7.4.

              	 	
                Other
      Collateral

              	
                53

              
	
                7.5.

              	 	
                No
      Assumption of Liability

              	
                53

              
	
                7.6.

              	 	
                Filing
      Authorization

              	
                53

              
	
                7.7.

              	 	
                Foreign
      Subsidiary Stock

              	
                53

              
	
                7.8.

              	 	
                Further
      Assurances

              	
                53

              
	
                7.9.

              	 	
                No
      Further Actions

              	
                54

              
	
                7.10.

              	 	
                Cooperation

              	
                54

              
	
                SECTION
      8.

              	 	
                    COLLATERAL
      ADMINISTRATION

              	
                54

              
	
                8.1.

              	 	
                Borrowing
      Base Certificates

              	
                54

              
	
                8.2.

              	 	
                Administration
      of Accounts

              	
                54

              
	
                8.3.

              	 	
                Administration
      of Inventory

              	
                55

              
	
                8.4.

              	 	
                Administration
      of Equipment

              	
                55

              
	
                8.5.

              	 	
                Administration
      of Deposit Accounts

              	
                57

              
	
                8.6.

              	 	
                General
      Provisions

              	
                57

              
	
                8.7.

              	 	
                Power
      of Attorney

              	
                58

              
	
                SECTION
      9.

              	 	
                    REPRESENTATIONS
      AND WARRANTIES

              	
                59

              
	
                9.1.

              	 	
                General
      Representations and Warranties

              	
                59

              
	
                9.2.

              	 	
                Complete
      Disclosure

              	
                64

              


      

       

       

      
        
          
          

        

        
          (ii)

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
      10.

              	 	
                    COVENANTS AND
      CONTINUING AGREEMENTS

              	
                64

              
	
                10.1.

              	 	
                Affirmative
      Covenants

              	
                64

              
	
                10.2.

              	 	
                Negative
      Covenants

              	
                68

              
	
                10.3.

              	 	
                Fixed
      Charge Coverage Ratio

              	
                73

              
	
                SECTION
      11.

              	 	
                    EVENTS
      OF DEFAULT; REMEDIES ON DEFAULT

              	
                73

              
	
                11.1.

              	 	
                Events
      of Default

              	
                73

              
	
                11.2.

              	 	
                Remedies
      upon Default

              	
                75

              
	
                11.3.

              	 	
                License

              	
                75

              
	
                11.4.

              	 	
                Setoff

              	
                76

              
	
                11.5.

              	 	
                Remedies
      Cumulative; No Waiver

              	
                76

              
	
                SECTION
      12.

              	 	
                    AGENT

              	
                76

              
	
                12.1.

              	 	
                Appointment,
      Authority and Duties of Agent

              	
                76

              
	
                12.2.

              	 	
                Agreements
      Regarding Collateral and Field Examination Reports

              	
                77

              
	
                12.3.

              	 	
                Reliance
      By Agent

              	
                78

              
	
                12.4.

              	 	
                Action
      Upon Default

              	
                78

              
	
                12.5.

              	 	
                Ratable
      Sharing

              	
                79

              
	
                12.6.

              	 	
                Indemnification
      of Agent Indemnitees

              	
                79

              
	
                12.7.

              	 	
                Limitation
      on Responsibilities of Agent

              	
                79

              
	
                12.8.

              	 	
                Successor
      Agent and Co-Agents

              	
                80

              
	
                12.9.

              	 	
                Due
      Diligence and Non-Reliance

              	
                80

              
	
                12.10.

              	 	
                Replacement
      of Certain Lenders

              	
                81

              
	
                12.11.

              	 	
                Remittance
      of Payments and Collections

              	
                81

              
	
                12.12.

              	 	
                Agent
      in its Individual Capacity

              	
                81

              
	
                12.13.

              	 	
                Agent
      Titles

              	
                82

              
	
                12.14.

              	 	
                No
      Third Party Beneficiaries

              	
                82

              
	
                SECTION
      13.

              	 	
                    BENEFIT
      OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

              	
                82

              
	
                13.1.

              	 	
                Successors
      and Assigns

              	
                82

              
	
                13.2.

              	 	
                Participations

              	
                82

              
	
                13.3.

              	 	
                Assignments

              	
                83

              
	
                SECTION
      14.

              	 	
                    MISCELLANEOUS

              	
                83

              
	
                14.1.

              	 	
                Consents,
      Amendments and Waivers

              	
                83

              
	
                14.2.

              	 	
                Indemnity

              	
                84

              
	
                14.3.

              	 	
                Notices
      and Communications

              	
                85

              
	
                14.4.

              	 	
                Performance
      of Obligors’ Obligations

              	
                85

              


      

       

       

      
        
          
          

        

        
          (iii)

          
            

          

        

        
          
          

        

      

       

      
        	
                14.5.

              	 	
                Credit
      Inquiries

              	
                85

              
	
                14.6.

              	 	
                Severability

              	
                85

              
	
                14.7.

              	 	
                Cumulative
      Effect; Conflict of Terms

              	
                86

              
	
                14.8.

              	 	
                Counterparts;
      Facsimile Signatures

              	
                86

              
	
                14.9.

              	 	
                Entire
      Agreement

              	
                86

              
	
                14.10.

              	 	
                Relationship
      with Lenders

              	
                86

              
	
                14.11.

              	 	
                No
      Control; No Advisory or Fiduciary Responsibility

              	
                86

              
	
                14.12.

              	 	
                Confidentiality

              	
                87

              
	
                14.13.

              	 	
                GOVERNING
      LAW

              	
                87

              
	
                14.14.

              	 	
                Consent
      to Forum

              	
                87

              
	
                14.15.

              	 	
                Waivers
      by Obligors

              	
                88

              
	
                14.16.

              	 	
                Patriot
      Act Notice

              	
                88

              
	
                14.17.

              	 	
                Amendment
      and Restatement

              	
                88

              


      

      



      
        
           


        

        
          (iv)

          
            

          

        

        
           


        

      



      LIST OF EXHIBITS AND
SCHEDULES

       

      
        
          	
                  Exhibit
      A

                	
                  Revolver
      Note

                
	
                  Exhibit
      B

                	
                  Assignment
      and Acceptance

                
	
                  Exhibit
      C

                	
                  Assignment
      Notice

                
	
                  Exhibit
      D

                	
                  Compliance
      Certificate

                
	 
      	 
      
	
                  Schedule
      1.1

                	
                  Commitments
      of Lenders

                
	
                  Schedule
      1.3

                	
                  Material
      Contracts

                
	
                  Schedule
      1.4

                	
                  Existing
      Letters of Credit

                
	
                  Schedule
      7.3

                	
                  Eligible
      Real Estate

                
	
                  Schedule
      8.5

                	
                  Deposit
      Accounts

                
	
                  Schedule
      8.6.1

                	
                  Collateral
      Locations

                
	
                  Schedule
      9.1.4

                	
                  Names
      and Capital Structure

                
	
                  Schedule
      9.1.5

                	
                  Former
      Names and Companies

                
	
                  Schedule
      9.1.6

                	
                  Real
      Estate Liens

                
	
                  Schedule
      9.1.9

                	
                  Surety
      Obligations

                
	
                  Schedule
      9.1.12

                	
                  Patents,
      Trademarks, Copyrights and Licenses

                
	
                  Schedule
      9.1.15

                	
                  Environmental
      Matters

                
	
                  Schedule
      9.1.16

                	
                  Restrictive
      Agreements

                
	
                  Schedule
      9.1.17

                	
                  Litigation

                
	
                  Schedule
      9.1.19

                	
                  Pension
      Plans

                
	
                  Schedule
      9.1.21

                	
                  Labor
      Contracts

                
	
                  Schedule
      10.1.12

                	
                  Post-Closing
      Obligations

                
	
                  Schedule
      10.2.1.

                	
                  Existing
      Debt

                
	
                  Schedule
      10.2.2

                	
                  Existing
      Liens

                
	
                  Schedule
      10.2.6

                	
                  Existing
      Loans

                
	
                  Schedule
      10.2.16

                	
                  Existing
      Affiliate Transactions

                


        

      

    

     

    


    
      
        
           


        

        
          (v)

          
            

          

        

        
           


        

      

    

    


     

    THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS THIRD AMENDED AND RESTATED
CREDIT AGREEMENT (this “Agreement”) is dated
as of September 23, 2008, among, COVENANT TRANSPORT, INC., a
Tennessee corporation (“CTI”), CTG LEASING COMPANY, a Nevada
corporation (“CTGL”), SOUTHERN REFRIGERATED TRANSPORT,
INC., an Arkansas corporation (“SRT”), COVENANT ASSET MANAGEMENT,
INC., a
Nevada corporation (“CAM”), COVENANT TRANSPORT SOLUTIONS,
INC., a Nevada corporation (“CTS”), and STAR TRANSPORTATION, INC., a
Tennessee corporation (“ST”, and together
with CTI, CTGL, SRT, CAM, and CTS, individually a “Borrower” and
collectively, “Borrowers”), COVENANT TRANSPORTATION GROUP,
INC., a Nevada corporation and the owner (directly or indirectly) of all
of the issued and outstanding capital stock of Borrowers (“Parent”), the
financial institutions party to this Agreement from time to time as lenders
(collectively, “Lenders”), and BANK OF AMERICA, N.A., a
national banking association, as agent for Lenders (in such capacity, “Agent”).

     

    R E C I T A L
S:

     

    WHEREAS, certain Borrowers,
certain Lenders and Bank of America, N.A., as administrative agent for such
Lenders, are parties to the Existing Credit Agreement (defined below) pursuant
to which certain revolving credit and letter of credit facilities have been made
available to such Borrowers.

    


    WHEREAS, Borrowers have
requested that Lenders amend and restate the Existing Credit Agreement to
continue to provide a revolving credit facility, and Lenders have indicated
their willingness to continue to lend revolving loans and Issuing Bank (as
hereinafter defined) has indicated its willingness to continue to issue Letters
of Credit, in each case, on the terms and subject to the conditions set forth
herein.

    


    NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the
Existing Credit Agreement is hereby amended and restated in its entirety and the
parties hereto covenant and agree as follows:

    


    
      	
              SECTION
      1.  

            	
              DEFINITIONS;
      RULES OF CONSTRUCTION; ASSIGNMENT AND
  ALLOCATIONS

            


    

     

    1.1.    Definitions.  As used herein,
the following terms have the meanings set forth below:

     

    Account: as defined
in the UCC, including all rights to payment for goods sold or leased, or for
services rendered.

     

    Account Debtor: a
Person who is obligated under an Account, Chattel Paper or General
Intangible.

     

    Accounts Formula
Amount: the sum of (a) 85% of the Value of Eligible Accounts plus (b) 85% of the
Value of Eligible Unbilled Accounts; provided, however, that such
percentage shall be reduced by 1.0% for each whole percentage point (or portion
thereof) that the Dilution Percent exceeds 5%.

     

    Acquisition: the
acquisition of (i) a controlling equity interest in another Person (including
the purchase of an option, warrant or convertible or similar type security to
acquire such a controlling interest at the time it becomes exercisable by the
holder thereof), whether by purchase of such equity interest or

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    upon
exercise of an option or warrant for, or conversion of securities into, such
equity interest, or (ii) assets of another Person which constitute all or
substantially all of the assets of such Person or of a line or lines of business
conducted by such Person.

     

    Adjusted Net Income:
determined on a consolidated basis in accordance with GAAP for any fiscal period
of Parent and the other Obligors, net income (or loss), excluding (a) any gain
or loss arising from the sale of any Revenue Equipment; (b) any gain arising
from write-up of assets; (c) income of any entity (other than a Subsidiary) in
which any Borrower has an ownership interest unless such income has actually
been received by Borrowers in the form of cash Distributions; (d) income of any
Subsidiary accrued prior to the date it became a Subsidiary; (e) income of any
Person, substantially all the assets of which have been acquired by Borrowers,
realized by such Person prior to the date of acquisition; (f) income of any
Person with which a Borrower has merged, consolidated or otherwise combined,
prior to the date of such transaction; (g) other non-cash gains or expenses; and
(h) extraordinary gains or losses.

     

    Adjusted Net
Proceeds: Net Proceeds without deduction of amounts applied to repayment
of Debt secured by a Permitted Lien.

     

    Affiliate: with
respect to any Person, another Person that directly, or indirectly through one
or more intermediaries, Controls or is Controlled by or is under common Control
with the Person specified.  “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have correlative meanings.

     

    Agent: as defined in
the preamble of this Agreement.

     

    Agent Indemnitees:
Agent and its officers, directors, employees, Affiliates, agents and
attorneys.

     

    Agent Professionals:
attorneys, accountants, appraisers, auditors, business valuation experts,
environmental engineers or consultants, turnaround consultants, and other
professionals and experts retained by Agent.

     

    Allocable Amount: as
defined in Section
5.10.3.

     

    Anti-Terrorism Laws:
any laws relating to terrorism or money laundering, including the Patriot
Act.

     

    Applicable Law: all
laws, rules, regulations, orders and governmental guidelines applicable to the
Person, conduct, transaction, agreement or matter in question, including all
applicable statutory law, common law and equitable principles, and all
provisions of constitutions, treaties, statutes, rules, regulations, orders and
decrees of Governmental Authorities having jurisdiction over such
Person.

     

    Applicable Margin:
with respect to any Type of Loan, the margins set forth below, as determined by
the Average Pricing Availability for the most recently ended Fiscal
Quarter:

     

    
      	
              Level

            	
              Average Pricing
      Availability

            	
              Base Rate
      Loans

            	
              LIBOR
      Loans

            
	
              I

            	
              >
      $70,000,000

            	
              0.625%

            	
              2.125%

            
	
              II

            	
              ≤
      $70,000,000 but >
      $40,000,000

            	
              0.875%

            	
              2.375%

            
	
              III

            	
              ≤
      $40,000,000 but >
      $20,000,000

            	
              1.125%

            	
              2.625%

            
	
              IV

            	
              ≤
      $20,000,000

            	
              1.375%

            	
              2.875%

            


    

     

    
      
        
           


        

        
          -2-

          
            

          

        

        
           


        

      

    

    


    Through
and including March 31, 2009, margins shall be determined as if Level III were
applicable.  Commencing on April 1, 2009, and continuing on the first
day of each Fiscal Quarter thereafter, the margins shall be subject to increase
or decrease based upon the Agent’s determination of Average Pricing Availability
for the most recently ended Fiscal Quarter, with any such change to be effective
on the first day of the Fiscal Quarter.  Notwithstanding the
foregoing, if, by the first day of a month, any financial statements and
Compliance Certificate due in the preceding month have not been received, then
the margins shall be determined as if Level IV were applicable, from such day
until the first day of the calendar month following actual receipt.

     

    Approved Deposit
Account: each Deposit Account (a) that is maintained within the United
States with a commercial bank organized under the laws of the United States of
America or any state thereof or the District of Columbia having combined capital
and surplus in excess of $500,000,000 and otherwise acceptable to Agent, (b) as
to which a Deposit Account Control Agreement has been executed by the depository
bank and account owner and delivered to Agent, and (c) as to which the deposits
therein are not subject to any Lien, security interest or restriction upon
withdrawal, other than Agent’s Liens and rights of setoff, Liens or adjustment
of the applicable depository bank.

     

    Approved Fund: any
Person (other than a natural person) that is engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in its ordinary course of activities, and is administered or managed by a
Lender, an entity that administers or manages a Lender, or an Affiliate of
either.

     

    Asset Disposition: a
sale, lease, license, consignment, transfer or other disposition of Property of
an Obligor, including a disposition of Property in connection with a
sale-leaseback transaction or synthetic lease.

     

    Assignment and
Acceptance: an assignment agreement between a Lender and Eligible
Assignee, in the form of Exhibit C.

     

    Available
Cash:  unrestricted cash held by the Borrower and proceeds of
Revolver Loans available under this Agreement.

     

    Availability: the
Borrowing Base minus the principal balance of all Revolver Loans.

     

    Availability Block:
$15,000,000, at all times during the term hereof.

     

    Availability Reserve:
the sum (without duplication) of (a) the Rent and Charges Reserve; (b) the LC
Reserve; (c) the Bank Product Reserve; (d) the aggregate amount of liabilities
secured by Liens upon Collateral that are senior to Agent’s Liens (but
imposition of any such reserve shall not waive an Event of Default, if any,
arising therefrom); (e) the Availability Block, and (f) such additional
reserves, in such amounts and with respect to such matters, as Agent in its
Credit Judgment may elect to impose from time to time.

     

    Average Availability:
with respect to any period of time, the average daily Availability during such
period of time.

     

    Average Eligible Cash
Amount:  with respect to any period of time, the average daily
balance of all cash and Cash Equivalents of the Borrowers held in investment
account No. 1235840848
with Bank of America, N.A.

     

    


    
      
        
           


        

        
          -3-

          
            

          

        

        
           


        

      

    

    


    Average Pricing
Availability:  with respect to any period of time, the sum of
Average Availability and Average Eligible Cash Amount for such period of
time.

     

    Bank of America: Bank
of America, N.A., a national banking association, and its successors and
assigns.

     

    Bank of America
Indemnitees: Bank of America and its officers, directors, employees,
Affiliates, branches, agents and attorneys.

     

    Bank Product: any of
the following products, services or facilities extended to any Borrower or
Subsidiary by any Lender or any of its Affiliates: (a) Cash Management Services;
(b) products under Hedging Obligations; (c) commercial credit card and merchant
card services; and (d) other banking products or services as may be requested by
any Borrower or Subsidiary, other than Letters of Credit.

     

    Bank Product Amount:
as defined in Section
5.5.1.

     

    Bank Product Debt:
Debt and other obligations of an Obligor relating to Bank Products.

     

    Bank Product Reserve:
the aggregate amount of reserves established by Agent from time to time in its
discretion in respect of Bank Product Debt.

     

    Bank Revenue
Equipment: any Revenue Equipment that is not an Excluded
Asset.

     

    Bankruptcy Code:
Title 11 of the United States Code.

     

    Base Rate: the rate
of interest announced by Bank of America from time to time as its prime
rate.  Such rate is a rate set by Bank of America based upon various
factors including its costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which
may be priced at, above or below such announced rate.  Any change in
such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such
change.

     

    Base Rate Loan: any
Loan that bears interest based on the Base Rate.

     

    Base Rate Revolver
Loan: a Revolver Loan that bears interest based on the Base
Rate.

     

    Board of Governors:
the Board of Governors of the Federal Reserve System.

     

    Borrowed Money: with
respect to any Obligor, without duplication, its (a) Debt that (i) arises from
the lending of money by any Person to such Obligor, (ii) is evidenced by notes,
drafts, bonds, debentures, credit documents or similar instruments, (iii)
accrues interest or is a type upon which interest charges are customarily paid
(excluding trade payables owing in the Ordinary Course of Business), or (iv) was
issued or assumed as full or partial payment for Property; (b) Capital Leases;
(c) reimbursement obligations with respect to letters of credit; and (d)
guaranties of any Debt of the foregoing types owing by another
Person.

     

    Borrower Agent: as
defined in Section
4.4.

     

    Borrower or
Borrowers: as defined in the preamble of this Agreement.

     

    Borrowing: a group of
Loans of one Type that are made on the same day or are converted into Loans of
one Type on the same day.

     

    


    
      
        
           


        

        
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    Borrowing Base: on
any date of determination, an amount equal to the lesser of (a) the aggregate
amount of Revolver Commitments, minus the LC Reserve;
or (b) the sum of (i) the Accounts Formula Amount, plus (ii) the
Equipment Formula Amount, plus (iii) the Real Estate Formula Amount, minus (iv) the
Availability Reserve; provided however, that no
Accounts or Equipment acquired in an Acquisition consummated by any Obligor
after the Closing Date shall be included in any calculation of the Borrowing
Base until completion of all field exams, appraisals, audits and other
evaluation of Collateral in a manner and with results acceptable to
Agent.

     

    Borrowing Base
Certificate: a certificate, in form and substance satisfactory to Agent,
by which Borrowers certify calculation of the Borrowing Base.

     

    Business Day: any day
other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the laws of, or are in fact closed in North Carolina
and New York, and if such day relates to a LIBOR Loan, any such day on which
dealings in Dollar deposits are conducted between banks in the London interbank
Eurodollar market.

     

    CAM: as defined in
the preamble of this Agreement.

     

    Capital Expenditures:
all liabilities incurred, expenditures made or payments due (whether or not
made) by a Borrower or Subsidiary for the acquisition of any fixed assets, or
any improvements, replacements, substitutions or additions thereto with a useful
life of more than one year, including the principal portion of Capital Leases,
in each case calculated in accordance with GAAP.

     

    Capital Lease: any
lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP.

     

    Cash Collateral:
cash, and any interest or other income earned thereon, that is delivered to
Agent to Cash Collateralize any Obligations.

     

    Cash Collateral
Account: a demand deposit, money market or other account established by
Agent at such financial institution as Agent may select in its discretion, which
account shall be subject to Agent’s Liens for the benefit of Secured
Parties.

     

    Cash Collateralize:
the delivery of cash to Agent, as security for the payment of Obligations, in an
amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC
Obligations, and (b) with respect to any inchoate, contingent or other
Obligations (including Obligations arising under Bank Products), Agent’s good
faith estimate of the amount due or to become due, including all fees and other
amounts relating to such Obligations.  “Cash
Collateralization” has a correlative meaning.

     

    Cash Equivalents: (a)
marketable obligations issued or unconditionally guaranteed by, and backed by
the full faith and credit of, the United States government, maturing within 12
months of the date of acquisition; (b) certificates of deposit, time deposits
and bankers’ acceptances maturing within 12 months of the date of acquisition,
and overnight bank deposits, in each case which are issued by a commercial bank
organized under the laws of the United States or any state or district thereof,
rated A-1 (or better) by S&P or P-1 (or better) by Moody’s at the time of
acquisition, and (unless issued by a Lender) not subject to offset rights; (c)
repurchase obligations with a term of not more than 30 days for underlying
investments of the types described in clauses (a) and (b) entered into with any
bank meeting the qualifications specified in clause (b); (d) commercial paper
rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing
within nine months of the date of acquisition; and (e) shares of any money
market fund that has substantially all of its assets invested continuously in
the types of investments referred to above, has net assets of at least
$500,000,000 and has the highest rating obtainable from either

     

    


    
      
        
           


        

        
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      Moody’s
or S&P; provided, that Cash Equivalents shall not at any time include any
"auction rate" securities.

    

     

    Cash Management
Services: any services provided from time to time by any Lender or
any of its Affiliates to any Borrower or Subsidiary in connection with
operating, collections, payroll, trust, or other depository or disbursement
accounts, including automated clearinghouse, e-payable, electronic funds
transfer, wire transfer, controlled disbursement, overdraft, depository,
information reporting, lockbox and stop payment services.

     

    CERCLA: the
Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §
9601 et seq.).

     

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

     

    Change of Control: an
event or series of events by which:

     

    (a)            Parent
shall cease to own and control, legally and beneficially and of record, directly
or indirectly, all of the Equity Interests of any Borrower, except as permitted
by Section
10.2.8;

     

    (b)           any
Person or two or more Persons (other than the Principal Holders) acting in
concert shall have acquired by contract or otherwise, or shall have entered into
a contract or arrangement that, upon consummation thereof, will result in its or
their acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of Parent, or control,
directly or indirectly, the Equity Interests of Parent entitled to vote for
members of the board of directors or equivalent governing body of Parent on a
fully-diluted basis (and taking into account all such Equity Interests that such
Person or Persons have the right to acquire pursuant to any option right)
representing 30% or more of the combined voting power of such Equity Interests;
or

     

    (c)           a
change in the majority of directors of Parent unless approved by the then
majority of directors; or

     

    (d)           all
or substantially all of a Borrower’s assets are sold or transferred, other than
sale or transfer to another Borrower.

     

    Chattel Paper: as
defined in Section
1.3.

     

    Claims: all
liabilities, obligations, losses, damages, penalties, judgments, proceedings,
interest, costs and expenses of any kind (including remedial response costs,
reasonable attorneys’ fees and Extraordinary Expenses) at any time (including
after Full Payment of the Obligations, resignation or replacement of Agent, or
replacement of any Lender) incurred by or asserted against any Indemnitee in any
way relating to (a) any Loans, Letters of Credit, Loan Documents, or the use
thereof or transactions relating thereto, (b) any action taken or omitted to be
taken by any Indemnitee in connection with any Loan Documents, (c) the existence
or perfection of any Liens, or realization upon any Collateral, (d) exercise of
any rights or remedies under any Loan Documents or Applicable Law, or (e)
failure by any Obligor to perform or observe any terms of any Loan Document, in
each case including all costs and expenses relating to any investigation,
litigation, arbitration or other proceeding (including an Insolvency Proceeding
or appellate proceedings), whether or not the applicable Indemnitee is a party
thereto.

     

    


    
      
        
           


        

        
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    Closing Date: as
defined in Section
6.1.

     

    Code: the Internal
Revenue Code of 1986, as amended.

     

    Collateral: all
Property described in Section
7.1, all Property described in any Security Documents as security for any
Obligations, and all other Property that now or hereafter secures (or is
intended to secure) any Obligations.

     

    Collateral Refinancing
Debt: means any Debt of the Borrowers secured by Refinanced Assets and
incurred after the Closing Date for which the following conditions have been met
or satisfied: (i) the aggregate outstanding amount of Collateral Refinancing
Debt secured by fixed or capital assets (other than Real Estate or Revenue
Equipment) at any time is less than $5,000,000, after giving effect to any
contemplated financing, (ii) the net proceeds from any Collateral Refinancing
Debt are first used to repay outstanding Revolver Loans, if any, (iii) if the
Refinanced Assets secure Permitted Debt immediately prior to the closing of the
contemplated Collateral Refinancing Debt, all Refinancing Conditions have been
met, (iv) a senior officer  of Parent has determined in good faith
that the terms of such Collateral Refinancing Debt, taken as a whole, are
commercially reasonable and comparable to terms otherwise generally available to
borrowers in arms length transactions at the time such financing is committed,
(v) Obligors are in compliance with the Fixed Charge Coverage Ratio on a
pro-forma basis, after giving effect to any such Collateral Refinancing Debt and
the application of the net proceeds of such Collateral Refinancing Debt in
accordance with clause (ii) of this definition, (vi) the release of the
Collateral which will secure the Collateral Refinancing Debt will not result in
an Overadvance arising under the Borrowing Base after the application of the net
proceeds of such Collateral Refinancing Debt in accordance with clause (ii) of
this definition, and (vii) Obligors have delivered to the Agent no less than ten
(10) days prior to the incurrence of such Debt a certificate of a senior officer
of Parent certifying that each of the conditions set forth herein has been met,
or will be met on the date of the incurrence of such Debt, together with a
pro-forma Borrowing Base Certificate and pro-forma Compliance Certificate
showing the effect of the proposed Collateral Refinancing Debt, the related
release of Collateral and the related application of net proceeds.

     

    Collateral Trigger
Period: the period commencing on any day that an Event of Default occurs,
or Availability is less than the greater of (a) $20,000,000, (b) the Real Estate
Formula Amount, or (c) the Equipment Formula Amount, and continuing until
Availability exceeds $20,000,000 for more than 60 consecutive days.

     

    Commercial Tort
Claim: as defined in Section 1.3.

     

    Commitment: for any
Lender, the aggregate amount of such Lender’s Revolver
Commitment.  “Commitments” means
the aggregate amount of all Revolver Commitments.

     

    Commitment Termination
Date: the earliest to occur of (a) the Revolver Termination Date; (b) the
date on which Borrowers terminate the Revolver Commitments pursuant to Section 2.1.4; or (c) the date
on which the Revolver Commitments are terminated pursuant to Section 11.2.

     

    Compliance
Certificate: a certificate, in form and substance satisfactory to Agent,
by which Borrowers certify compliance with Section 10.3 and calculate the
applicable level for the Applicable Margin, in the form of Exhibit E.

     

    Contingent
Obligation: any obligation of a Person arising from a guaranty, indemnity
or other assurance of payment or performance of any Debt, lease, dividend or
other obligation (“primary obligations”)
of another obligor (“primary obligor”) in
any manner, whether directly or indirectly,

     

    


    
      
        
           


        

        
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    including
any obligation of such Person under any (a) guaranty, endorsement, co-making or
sale with recourse of an obligation of a primary obligor; (b) obligation to make
take-or-pay or similar payments regardless of nonperformance by any other party
to an agreement; and (c) arrangement (i) to purchase any primary obligation or
security therefor, (ii) to supply funds for the purchase or payment of any
primary obligation, (iii) to maintain or assure working capital, equity capital,
net worth or solvency of the primary obligor, (iv) to purchase Property or
services for the purpose of assuring the ability of the primary obligor to
perform a primary obligation, or (v) otherwise to assure or hold harmless the
holder of any primary obligation against loss in respect thereof.  The
amount of any Contingent Obligation shall be deemed to be the stated or
determinable amount of the primary obligation (or, if less, the maximum amount
for which such Person may be liable under the instrument evidencing the
Contingent Obligation) or, if not stated or determinable, the maximum reasonably
anticipated liability with respect thereto.

     

    Copyrights: (a) all
copyrights arising under the laws of the United States, any other country, or
union of countries, or any political subdivision of any of the foregoing,
whether registered or unregistered and whether published or unpublished
(including those listed on Schedule 9.1.12 hereto), all
registrations and recordings thereof, and all applications in connection
therewith and rights corresponding thereto throughout the world, including all
registrations, recordings and applications in the United States Copyright Office
or any similar office in a foreign jurisdiction, and (b) all other rights of any
kind whatsoever accruing thereunder or pertaining thereto including rights to
receivables and royalties from the exploitation thereof.

     

    Copyright Security
Agreement: each copyright security agreement pursuant to which an Obligor
grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor's
interests in its Copyrights, as security for the Obligations.

     

    Credit Judgment:
Agent’s judgment exercised in good faith, based upon its consideration of any
factor that it believes (a) could adversely affect the quantity, quality, mix or
value of the Collateral (including any Applicable Law that may inhibit
collection of an Account), the enforceability or priority of Agent’s Liens, or
the amount that Agent and Lenders could receive in liquidation of any
Collateral; (b) suggests that any collateral report or financial information
delivered by any Obligor is incomplete, inaccurate or misleading in any material
respect; (c) materially increases the likelihood of any Insolvency Proceeding
involving an Obligor; or (d) creates or could result in a Default or Event of
Default.  In exercising such judgment, Agent may consider any factors
that could materially increase the credit risk of lending to Borrowers on the
security of the Collateral.

     

    CTI: as defined in
the preamble of this Agreement.

     

    CVTI Receivables:
CVTI Receivables Corp., a Nevada corporation.

     

    CWA: the Clean Water
Act (33 U.S.C. §§ 1251 et seq.).

     

    Daimler Credit
Facility: the $200,000,000 Daimler Truck Financial credit facility, as in
effect on the date hereof or as amended.

     

    Daimler Revenue
Equipment: any Revenue Equipment financed under the Daimler Credit
Facility and pledged by Borrowers to secure the Daimler Credit
Facility.

     

    Debt: with respect to
any Person, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances by other Persons of any
kind, (b) all monetary obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all monetary obligations of
such Person under conditional sale or other title retention agreements relating
to property

     

    


    
      
        
           


        

        
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    acquired
by such Person, (d) all monetary obligations of such Person in respect of
the deferred purchase price of property or services (excluding trade
accounts payable incurred in the Ordinary Course of Business, and deferred
compensation), (e) all obligations due under Capital Leases or "synthetic"
or similar leases of such Person, (f) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty, (g) all obligations, contingent or otherwise, of
such Person in respect of bankers’ acceptances, (h) all Debt of others
secured by (or for which the holder of such Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Debt secured thereby has been
assumed, and (i) all Contingent Obligations of such Person relating to Debt
of others.  The Debt of any Person shall include the Debt of any other
Person (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such other Person,
except to the extent the terms of such Debt provide that such Person is not
liable therefor.

     

    Default: an event or
condition that, with the lapse of time or giving of notice, would constitute an
Event of Default.

     

    Default Rate: for any
Obligation (including, to the extent permitted by law, interest not paid when
due), 2% plus the interest rate otherwise applicable thereto.

     

    Deposit Account: as
defined in Section
1.3.

     

    Deposit Account Control
Agreements: the deposit account control agreements, in form and substance
acceptable to Agent, to be executed by each institution maintaining a Deposit
Account for an Obligor, in favor of Agent, for the benefit of Secured Parties,
as security for the Obligations.

     

    Dilution Percent: on
any date, the percentage equal to (a) non-cash reductions in Accounts (net of
credit re-bills, where the re-bill occurs in the same 30-day period as the
credit) for the 12-month period (or such shorter period as determined by Agent,
but in no event shorter than three months) prior to such date, divided by (b) the sum of (i)
cash collections of Accounts, plus (ii) non-cash
reductions in Accounts (net of credit re-bills, where the re-bill occurs in the
same 30-day period as the credit), in each case for the 12-month period (or such
shorter period as determined by Agent, but in no event shorter than three
months) prior to such date.

     

    Distribution: any
declaration or payment of a distribution, interest or dividend on any Equity
Interest (other than payment-in-kind); any distribution, advance or repayment of
Debt to a holder of Equity Interests; or any purchase, redemption, or other
acquisition or retirement for value of any Equity Interest.

     

    Document: as defined
in Section
1.3.

     

    Dollars: lawful money
of the United States.

     

    Dominion Account: a
special account established by the Borrowers at Bank of America or another bank
acceptable to Agent, over which Agent has exclusive control for withdrawal
purposes.

     

    EBITDAR: determined
on a consolidated basis for Parent and its Subsidiaries in accordance with GAAP
for any fiscal period of Parent and its Subsidiaries, the sum of (a) Adjusted
Net Income, plus (b) to the
extent excluded in the calculation of Adjusted Net Income for such period and
without duplication (i) interest expense, (ii) income taxes, (iii) depreciation
and amortization, (iv) cash rental expense, (v) notwithstanding the fact that
such proceeds are not deducted in determining Adjusted Net Income
for

     

    


    
      
        
           


        

        
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    such
period, the Adjusted Net Proceeds received from the sale of Revenue Equipment
during such period; and (vi) transaction costs and expenses incurred in
connection with the closing of the Revolving Credit Facility and the Daimler
Credit Facility.

     

    Eligible Account: an
Account owing to an Obligor that arises in the Ordinary Course of Business from
the sale of goods or rendition of services, is payable in Dollars, has been
properly invoiced and billed to the applicable Account Debtor, and is deemed by
Agent, in its discretion, to be an Eligible Account.  Without limiting
the foregoing, no Account shall be an Eligible Account if (a) it is unpaid for
more than 60 days
after the original due date, or more than 90 days
after the original invoice date; (b) 20% or more of the Accounts owing by the
Account Debtor are not Eligible Accounts hereunder; (c) when aggregated with all
other Accounts owing by the Account Debtor or its Affiliates, it exceeds
20% (or
such higher percentage as Agent may establish for the Account Debtor from time
to time) of the aggregate Eligible Accounts (but only such Accounts in excess of
20% (or such higher percentages as Agent may establish for the Account Debtor
from time to time) of the aggregate Eligible Accounts shall not be Eligible
Accounts hereunder); (d) it does not conform with a covenant or representation
herein; (e) it is owing by a creditor or supplier, or is otherwise subject to a
potential offset, counterclaim, dispute, deduction, discount, recoupment,
reserve, defense, chargeback, credit or allowance (but ineligibility shall be
limited to the amount thereof); (f) an Insolvency Proceeding has been commenced
by or against the Account Debtor; or the Account Debtor has failed, has
suspended or ceased doing business, is liquidating, dissolving or winding up its
affairs, or is not Solvent; (g) the Account Debtor is organized or has its
principal offices or assets outside the United States or Canada; (h) it is owing
by a Governmental Authority, unless the Account Debtor is the United States or a
department, agency or instrumentality thereof and the Account has been assigned
to Agent in compliance with the Assignment of Claims Act; (i) it is not subject
to a duly perfected, first priority Lien in favor of Agent, or is subject to any
other Lien; (j) the goods giving rise to it have not been delivered to and
accepted by the Account Debtor, the services giving rise to it have not been
accepted by the Account Debtor, or it otherwise does not represent a final sale;
(k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been
reduced to judgment; (l) its payment has been extended, the Account Debtor has
made a partial payment (to the extent of such payment), or it arises from a sale
on a cash-on-delivery basis; (m) it arises from a sale to an Affiliate, or from
a sale on a bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
consignment, or other repurchase or return basis; (n) it represents a progress
billing or retainage; (o) it includes a billing for interest, fees or late
charges, but ineligibility shall be limited to the extent thereof; or (p) it
arises from a retail sale to a Person who is purchasing for personal, family or
household purposes.  In calculating the ineligible delinquent portions
of Accounts under clauses (a) and (b), credit balances more than 90 days old
will be excluded.

     

    Eligible Assignee: a
Person that is (a) a Lender, U.S.-based Affiliate of a Lender or Approved Fund;
(b) any other financial institution approved by Agent and Borrower Agent (which
approval by Borrower Agent shall not be unreasonably withheld or delayed, and
shall be deemed given if no objection is made within two Business Days after
notice of the proposed assignment), that is organized under the laws of the
United States or any state or district thereof, has total assets in excess of $5
billion, extends asset-based lending facilities in its ordinary course of
business and whose becoming an assignee would not constitute a prohibited
transaction under Section 4975 of the Code or any other Applicable Law; and (c)
during any Event of Default, any Person acceptable to Agent in its
discretion.

     

    Eligible Real Estate:
all Real Estate identified on Schedule 7.3 hereto and all
other Real Estate approved by all of the Lenders from time to
time.  Without limiting the ability of Agent to establish other
criteria of eligibility, Eligible Real Estate shall (a) be owned by a Borrower;
(b) be encumbered by a recorded Mortgage and other Agent’s Liens; (c) not be
subject to any Liens other than the Mortgage, other Agent’s liens, and Permitted
Liens; and (d) constitute Real Estate as to which all of the representations,
warranties and covenants contained in the applicable Mortgage for such Real
Estate are

     

    


    
      
        
           


        

        
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    (or, if
made as of a particular date, were on such date) true, correct or satisfied in
all material respects.  Any Real Estate that becomes a Refinanced
Asset shall cease being Eligible Real Estate on the date Agent releases its Lien
on such Real Estate.

     

    Eligible Revenue
Equipment: all Revenue Equipment that Agent, in its discretion, deems to
be Eligible Revenue Equipment.  Without limiting the foregoing, no
Revenue Equipment shall constitute Eligible Revenue Equipment if it (a) is not
subject to a valid certificate of title (except to the extent such untitled
Revenue Equipment has been fully assembled and delivered to a Borrower and is
subject to a manufacturer’s statement of origin that can be delivered to the
applicable titling authority to promptly cause such Revenue Equipment to become
titled); (b) does not conform with the covenants and representations herein; (c)
is not subject to Agent’s duly perfected first priority Lien, and no other Lien;
(d) is not in good repair and normal operating condition or which has not been
maintained in accordance with a Borrower’s historic maintenance program,
including annual and preventative maintenance and rebuilds, provided, however, that such
Revenue Equipment shall not be deemed ineligible solely due to the fact such
Revenue Equipment is being repaired for ordinary wear and tear; (e) is obsolete;
or (f) is not stored, garaged or otherwise assigned to a business location of a
Borrower or another Obligor.  Furthermore, no Revenue Equipment shall
constitute Eligible Revenue Equipment unless (x) with respect to Revenue
Equipment that is Collateral on the Closing Date, Agent or its designee has
received a detailed list of all certificates of title for such Revenue Equipment
that note Agent’s Lien thereon and the original certificate of title with
Agent’s Lien noted thereon is delivered to Agent or its designee within 30 days
after the Closing Date, and (y) with respect to Revenue Equipment that becomes
Collateral after the Closing Date, Agent or its designee has received a copy of
the application for title filed with the applicable Governmental Authority,
requesting that Agent’s Lien be noted thereon and the original certificate of
title with Agent’s Lien noted thereon is delivered to Agent or its designee
within 60 days after such Revenue Equipment becomes Collateral.  With
respect to clause (c) above, the Agent acknowledges that perfection may have
occurred prior to issuance of a certificate of title with the Agent’s Lien noted
thereon, and agrees that no Revenue Equipment shall be determined to be
ineligible in Agent’s discretion solely because of the usual and customary
administrative delay between the submission of the certificate of title
application for such Revenue Equipment to the applicable state Governmental
Authority and the issuance of a new certificate of title for such Revenue
Equipment with the Agent’s Lien noted thereon, unless such certificate of title
is not received within the timeframes set forth herein.

     

    Eligible Unbilled
Account: on any date of determination, each Account that is unbilled and
(a) has been unbilled for a period not greater than 18 days from the date the
services giving rise to such Account were performed or, if later, the billing
date called for in the transportation services contract under which such Account
arose, and (b) otherwise constitutes an “Eligible Account” hereunder except for
the fact that such Account is unbilled.

     

    Enforcement Action:
any action to enforce any Obligations or Loan Documents or to realize upon any
Collateral (whether by judicial action, self-help, notification of Account
Debtors, exercise of setoff or recoupment, or otherwise).

     

    Environmental
Agreement: each agreement of Borrowers with respect to any Real Estate
subject to a Mortgage, pursuant to which Borrowers agree to indemnify and hold
harmless Agent and Lenders from liability under any Environmental
Laws.

     

    Environmental Laws:
all Applicable Laws (including all programs, permits and guidance promulgated by
regulatory agencies), relating to public health (but excluding occupational
safety and health, to the extent regulated by OSHA) or the protection or
pollution of the environment, including CERCLA, RCRA and CWA.

     

    


    
      
        
           


        

        
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    Environmental Notice:
a notice (whether written or oral) from any Governmental Authority or other
Person of any possible noncompliance with, investigation of a possible violation
of, litigation relating to, or potential fine or liability under any
Environmental Law, or with respect to any Environmental Release, environmental
pollution or hazardous materials, including any complaint, summons, citation,
order, claim, demand or request for correction, remediation or
otherwise.

     

    Environmental
Release: a release as defined in CERCLA or under any other Environmental
Law.

     

    Equipment: as defined
in Section
1.3.

     

    Equipment Formula
Amount: the lesser of (a) 85% of the product of (i) the fraction obtained
by dividing (x) the aggregate NOLV of Eligible Revenue Equipment (based upon the
most recent appraisal) by (y) the aggregate net book value (calculated in
accordance with GAAP) of such Eligible Revenue Equipment (as determined on the
same date as the most recent appraisal used to calculate the NOLV in clause
(x)), multiplied by
(ii) the net book value (calculated in accordance with GAAP) of Eligible Revenue
Equipment as of the date of determination, (b) 95% of the net book value
(calculated in accordance with GAAP) of Eligible Revenue Equipment, or (c) 35%
of the aggregate Commitments.

     

    Equity Interest: the
interest of any (a) shareholder in a corporation; (b) partner in a partnership
(whether general, limited, limited liability or joint venture); (c) member in a
limited liability company; or (d) other Person having any other form of equity
security or ownership interest.

     

    ERISA: the Employee
Retirement Income Security Act of 1974.

     

    ERISA Affiliate: any
trade or business (whether or not incorporated) under common control with an
Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections
414(m) and (o) of the Code for purposes of provisions relating to Section 412 of
the Code).

     

    ERISA Event: (a) a
Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor
or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section
4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal
by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that
a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent
to terminate, the treatment of a Plan amendment as a termination under Section
4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (e) the failure by any Obligor
or ERISA Affiliate to meet any funding obligations with respect to any Pension
Plan or Multiemployer Plan; (f) an event or condition which constitutes grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the
imposition of any liability under Title IV of ERISA, other than for PBGC
premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or
ERISA Affiliate.

     

    Event of Default: as
defined in Section
11.

     

    Excluded Assets: (a)
any lease, license, contract, property right or agreement to which any Obligor
is a party or any of such Obligor's rights or interests thereunder if and only
for so long as the grant of a security interest therein under any Loan Document
shall constitute or result in a breach, termination or default or invalidity
under such lease, license, contract, property right, or agreement or would
violate any law, rule, or regulation applicable to or governing such lease,
license, contract, property right, or agreement (other than to the extent that
any such term, law, or regulation would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction
or

     

    


    
      
        
           


        

        
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    any other
applicable law); provided that such
lease, license, contract, property right or agreement shall be an Excluded Asset
only to the extent and for so long as the consequences specified above shall
exist and shall cease to be an Excluded Asset and shall become subject to the
security interest granted under the Security Documents, immediately and
automatically, at such time as such consequences shall no longer exist; (b) any
interests in Real Estate that does not constitute Eligible Real Estate or that
constitutes a leasehold of any Obligor; (c) any intellectual property if and to
the extent a grant of a security interest therein will result in the loss,
voiding, abandonment, cancellation or termination of any right, title or
interest in or to such intellectual property; provided, however, that such
intellectual property shall be an Excluded Asset only to the extent and for so
long as the circumstances specified above shall exist and shall cease to be an
Excluded Asset and shall become subject to the security interest granted under
the Security Documents, immediately and automatically, at such time as such
circumstances shall no longer exist; (d) any Daimler Revenue Equipment for so
long as it secures the Daimler Credit Facility; (e) any personal Property
financed by Purchase Money Debt and which is subject to a Purchase Money Lien;
(f) Equity Interests of VIL or Transplace issued to Obligors; (g) any instrument
evidencing loans or advances by an Obligor to VIL; (h) any instrument evidencing
the loans by an Obligor to Transplace described in Schedule 10.2.6; and
(i) any Refinanced Asset for so long as it secures Collateral Refinancing Debt
permitted hereunder.  Notwithstanding the foregoing, Excluded Assets
shall not affect and shall not exclude Agent’s security interest in any products
or proceeds of any Excluded Assets unless such products and proceeds are
themselves Excluded Assets.

     

    Excluded Tax: with
respect to Agent, any Lender, Issuing Bank or any other recipient of a payment
to be made by or on account of any Obligation, (a) taxes imposed on or measured
by its overall net income (however denominated), and franchise taxes imposed on
it (in lieu of net income taxes), by the jurisdiction (or any political
subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which
its applicable Lending Office is located; and (b) in the case of a Foreign
Lender, any withholding tax attributable to such Foreign Lender’s failure or
inability (other than as a result of a Change in Law) to comply with Section 5.9, except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new Lending Office (or assignment), to receive
additional amounts from a Borrower with respect to such withholding
tax.

     

    Existing Credit
Agreement: the Second Amended and Restated Credit Agreement dated as of
December 21, 2006 by and among CAM, CTI, the lenders party thereto and Bank of
America, N.A. as administrative agent, as amended, restated, supplemented or
modified prior to the date hereof.

     

    Existing Letters of
Credit: those letters of credit specified on Schedule
1.4.

     

    Extraordinary
Expenses: all costs, expenses or advances that Agent (and with respect to
clause (e) below, Lenders) may incur during a Default or Event of Default, or
during the pendency of an Insolvency Proceeding of an Obligor, including those
relating to (a) any audit, inspection, repossession, storage, repair, appraisal,
insurance, manufacture, preparation or advertising for sale, sale, collection,
or other preservation of or realization upon any Collateral; (b) any action,
arbitration or other proceeding (whether instituted by or against Agent, any
Lender, any Obligor, any representative of creditors of an Obligor or any other
Person) in any way relating to any Collateral (including the validity,
perfection, priority or avoidability of Agent’s Liens with respect to any
Collateral), Loan Documents, Letters of Credit or Obligations, including any
lender liability or other Claims; (c) the exercise, protection or enforcement of
any rights or remedies of Agent or Lenders in, or the monitoring of, any
Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or
Liens with respect to any Collateral; (e) any Enforcement Action; (f)
negotiation and documentation of any modification, waiver, workout,
restructuring or forbearance with respect to any Loan Documents or Obligations;
and (g) Protective Advances.  Such costs, expenses and advances
include transfer fees, Other Taxes, storage fees, insurance

     

    


    
      
        
           


        

        
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    costs,
permit fees, utility reservation and standby fees, legal fees, appraisal fees,
brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’
fees, environmental study fees, wages and salaries paid to employees of any
Obligor or independent contractors in liquidating any Collateral, and travel
expenses.

     

    Extraordinary
Receipts:  amounts received by the Obligors not in the Ordinary
Course of Business in respect of (a)  pension plan reversions;
(b) judgments, proceeds of settlements or other consideration of any kind
in connection with any cause of action; (c) indemnity payments;
(d) any purchase price adjustment received in connection with any purchase
agreement; and (e) any casualty or condemnation; provided, that Extraordinary
Receipts shall not include cash receipts from indemnity payments to the extent
that such payments are received by any Obligor in respect of any third party
claim against such Obligor and applied to pay (or to reimburse such Obligor for
its prior payment of) such claim and the costs and expenses of such Obligor
with respect thereto.

     

    Fee Letter: the fee
letter agreement, dated September 16, 2008, among Agent, Borrowers, and Banc of
America Securities LLC.

     

    Financed Capital
Expenditures: for any period of calculation, the principal amount of Debt
(including Revolver Loans) incurred to finance Capital Expenditures; provided, that, for
the purposes of this definition and the calculation of the Fixed Charge Coverage
Ratio, the amount of such Debt arising under Revolver Loans shall be limited to
the Equipment Formula Amount or Real Estate Formula Amount, as applicable,
attributable to the Collateral financed by such Revolver Loans.

     

    Fiscal Quarter: each
period of three months, commencing on the first day of a Fiscal
Year.

     

    Fiscal Year: the
fiscal year of Parent and Subsidiaries for accounting and tax purposes, ending
on December 31 of each year.

     

    Fixed Charge Coverage
Ratio: the ratio, determined on a consolidated basis for Parent and its
Subsidiaries for the Twelve-Month Period immediately preceding the date of
determination, of (a) EBITDAR minus Capital
Expenditures other than Financed Capital Expenditures, to (b) Fixed Charges for
such period.

     

     

    Fixed Charges: the
sum, without duplication, of (a) interest expense (other than payment-in-kind),
plus (b) cash
rental expense, plus (c) any
scheduled principal payments on any Debt, plus (d) any Included
Revolver Payments, plus (e) any other
voluntary or discretionary principal payments or other prepayments on any Debt
other than Permitted Voluntary Prepayments and repayments on the Revolving
Credit Facility other than Included Revolver Payments, plus (f) taxes paid
in cash, less
(g) any cash tax refunds received, plus (h)
Distributions paid in cash, plus (i) payments
made in respect of obligations under Capital Leases, plus (j) scheduled
reductions of the Real Estate Formula Amount based on the Real Estate
Amortization Amount, plus (k) an amount
equal to 15% of the net book value (calculated in accordance with GAAP) of
Eligible Revenue Equipment as reported on the Borrowing Base certificate dated
as of the date of determination; provided that prior to October 1, 2009, the
percentage set forth in this clause (k) shall mean a cumulative increasing
percentage equal to 1.25% per month from October 1, 2008 through September 30,
2009.

     

    FLSA: the Fair Labor
Standards Act of 1938.

     

    Foreign Lender: any
Lender that is organized under the laws of a jurisdiction other than the laws of
the United States, or any state or district thereof.

     

    


    
      
        
           


        

        
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    Foreign Plan: any
employee benefit plan or arrangement (a) maintained or contributed to by any
Obligor or Subsidiary that is not subject to the laws of the United States; or
(b) mandated by a government other than the United States for employees of any
Obligor or Subsidiary.

     

    Foreign Subsidiary: a
Subsidiary that is a “controlled foreign corporation” under Section 957 of the
Code, such that a guaranty by such Subsidiary of the Obligations or a Lien on
the assets of such Subsidiary to secure the Obligations would result in material
tax liability to Borrowers.

     

    Full Payment: with
respect to any Obligations, (a) the full and indefeasible cash payment thereof,
including any interest, fees and other charges accruing during an Insolvency
Proceeding or that would have accrued but for the commencement of such
Insolvency Proceeding (whether or not allowed in the proceeding); (b) if such
Obligations are LC Obligations or inchoate or contingent in nature, Cash
Collateralization thereof (or delivery of a standby letter of credit acceptable
to Agent in its discretion, in the amount of required Cash Collateral); and (c)
a release of any Claims of Obligors against Agent, Lenders and Issuing Bank
arising on or before the payment date.  No Loans shall be deemed to
have been paid in full until all Commitments related to such Loans have expired
or been terminated.

     

    GAAP: generally
accepted accounting principles in effect in the United States from time to
time.

     

    General Intangibles:
as defined in Section
1.3.

     

    Goods: as defined in
Section
1.3.

     

    Governmental
Approvals: all authorizations, consents, approvals, licenses and
exemptions of, registrations and filings with, and required reports to, all
Governmental Authorities.

     

    Governmental
Authority: any federal, state, province, territory, municipal, foreign or
other governmental department, agency, commission, board, bureau, court,
tribunal, instrumentality, political subdivision, or other entity or officer
exercising executive, legislative, judicial, regulatory or administrative
functions for or pertaining to any government or court, in each case whether
associated with the United States, a state, district or territory thereof, or a
foreign entity or government.

     

    Guarantor Payment: as
defined in Section
5.10.3.

     

    Guarantor: Parent and
each other Person who guarantees payment or performance of any
Obligations.

     

    Guaranty:
collectively, the Parent Guaranty and any other guaranty agreement or supplement
delivered after the date hereof which guarantees payment or performance of any
Obligations on terms acceptable to the Agent.

     

    Hedging Agreement: an
agreement relating to any swap, cap, floor, collar, option, forward, cross right
or obligation, or combination thereof or similar transaction, with respect to
interest rate, foreign exchange, currency, commodity, credit or equity
risk.

     

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

     

    


    
      
        
           


        

        
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    Hedging Obligations:
without duplication, any and all obligations of Borrowers, Parent or any
Subsidiary, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under any Hedging
Agreement.  For purposes of any computation hereunder, each Hedging
Obligation shall be valued at the Hedge Value thereof.

     

    Included Revolver
Payments: the lesser of (i) the Adjusted Net Proceeds from any sale of
Revenue Equipment, or (ii) the Equipment Formula Amount attributable to the
Revenue Equipment sold.

     

    Indemnified Taxes:
Taxes other than Excluded Taxes.

     

    Indemnitees: Agent
Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America
Indemnitees.

     

    Insolvency
Proceeding: any case, filing, or proceeding commenced by or against a
Person under any state, federal or foreign law for, or any agreement of such
Person to, (a) the entry of an order for relief under the Bankruptcy Code, or
any other insolvency, debtor relief or debt adjustment law; (b) the appointment
of a receiver, interim receiver, trustee, liquidator, administrator, monitor,
conservator or other custodian for such Person or any part of its Property; or
(c) an assignment or trust mortgage for the benefit of creditors.

     

    Instrument: as
defined in Section
1.3.

     

    Intellectual
Property: all right, title and interest in, to and under its current and
future Copyrights, Patents, Trade Secrets, and Trademarks including, without
limitation all, intellectual rights and similar Property of a Person, including
inventions, designs, internet domain names, Patents, registered Copyrights,
registered Trademarks, material unregistered Trademarks, service marks, trade
names, Trade Secrets, confidential or any other proprietary information of any
kind or nature, customer lists, know-how, software and databases; all
embodiments or fixations thereof and all related documentation, applications,
registrations and franchises; all licenses or other rights to use any of the
foregoing;  all books and records relating to the foregoing, in any
format or media, and including without limitation all proceeds thereof, the
right to sue for past, present and future infringements or dilution of any of
the foregoing or for any injury to goodwill, all rights corresponding thereto
throughout the world and all re-issues, divisions, continuations, renewals,
extensions and continuations-in-part thereof.

     

    Intellectual Property
Claim: any claim or assertion (whether in writing, by suit or otherwise)
that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or
distribution of any Inventory, Equipment, Intellectual Property or other
Property violates another Person’s Intellectual Property.

     

    Interest Period: as
defined in Section
3.1.3.

     

    Inventory: as defined
in Section
1.3.

     

    Investment: any
acquisition of all or substantially all assets of a Person; any acquisition of
record or beneficial ownership of any Equity Interests of a Person; or any
advance or capital contribution to or other investment in a Person.

     

    Investment Property:
as defined in Section
1.3.

     

    IRS: the United
States Internal Revenue Service.

     

    


    
      
        
           


        

        
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    Issuing Bank: Bank of
America or an Affiliate of Bank of America.

     

    Issuing Bank
Indemnitees: Issuing Bank and its officers, directors, employees,
Affiliates, agents and attorneys.

     

    LC Application: an
application by Borrower Agent to Issuing Bank for issuance of a Letter of
Credit, in form and substance satisfactory to Issuing Bank.

     

    LC Conditions: the
following conditions necessary for issuance of a Letter of Credit: (a) each of
the conditions set forth in Section 6; (b) after giving
effect to such issuance, (i) total LC Obligations do not exceed the Letter of
Credit Subline, (ii) total LC Obligations with respect to standby Letters of
Credit do not exceed the standby Letter of Credit sublimit of the Letter of
Credit Subline, (iii) total LC Obligations with respect to commercial Letters of
Credit do not exceed the commercial Letter of Credit sublimit of the Letter of
Credit Subline, (iv) no Overadvance exists and (v) if no Revolver Loans are
outstanding, the LC Obligations do not exceed the Borrowing Base (without giving
effect to the LC Reserve for purposes of this calculation); (c) the expiration
date of such Letter of Credit is (i) no more than 365 days from issuance, in the
case of standby Letters of Credit, (ii) no more than 120 days from issuance, in
the case of documentary Letters of Credit, and (iii) at least 20 Business Days
prior to the Revolver Termination Date; (d) the Letter of Credit and payments
thereunder are denominated in Dollars; and (e) the purpose and form of the
proposed Letter of Credit is satisfactory to Agent and Issuing Bank in their
discretion.

     

    LC Documents: all
documents, instruments and agreements (including LC Requests and LC
Applications) delivered by Borrowers or any other Person to Issuing Bank or
Agent in connection with issuance, amendment or renewal of, or payment under,
any Letter of Credit.

     

    LC Obligations: the
sum (without duplication) of (a) all amounts owing by Borrowers for any drawings
under Letters of Credit; (b) the stated amount of all outstanding Letters of
Credit; and (c) all fees and other amounts owing with respect to Letters of
Credit.

     

    LC Request: a request
for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing
Bank, in form satisfactory to Agent and Issuing Bank.

     

    LC Reserve: the
aggregate of all LC Obligations, other than (a) those that have been Cash
Collateralized; and (b) if no Default or Event of Default exists, those
constituting charges owing to Issuing Bank.

     

    Lender Indemnitees:
Lenders and their officers, directors, employees, Affiliates, agents and
attorneys.

     

    Lenders: as defined
in the preamble to this Agreement, including Agent in its capacity as a provider
of Swingline Loans, and any other Person who hereafter becomes a “Lender”
pursuant to an Assignment and Acceptance or pursuant to Section 2.3.

     

    Lending Office: the
office designated as such by the applicable Lender at the time it becomes party
to this Agreement or thereafter by notice to Agent and Borrower
Agent.

     

    Letter of Credit: any
Existing Letters of Credit and  any standby or documentary letter of
credit issued by Issuing Bank for the account of a Borrower, or any indemnity,
guarantee, exposure transmittal memorandum or similar form of credit support
issued by Agent or Issuing Bank for the benefit of a Borrower.

     

    


    
      
        
           


        

        
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    Letter-of-Credit
Right: as defined in Section 1.3.

     

    Letter of Credit
Subline: an aggregate amount of $85,000,000, with the following
sublimits: (a) with respect to standby letters of credit, $65,000,000 and (b)
with respect to commercial letters of credit, $20,000,000, as such sublimits may
be adjusted from time to time in accordance with Section
2.2.1(f).  The Letter of Credit Subline is part of, and not in
addition to, the Revolving Credit Facility.

     

    LIBOR: for any
Interest Period with respect to a LIBOR Loan, the per annum rate of interest
(rounded upward, if necessary, to the nearest 1/8th of 1%), determined by Agent
at approximately 11:00 a.m. (London time) two Business Days prior to
commencement of such Interest Period, for a term comparable to such Interest
Period, equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source designated by
Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate
at which Dollar deposits in the approximate amount of the LIBOR Loan would be
offered by Bank of America’s London branch to major banks in the London
interbank Eurodollar market.  If the Board of Governors imposes a
Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be the
foregoing rate, divided by 1 minus the Reserve Percentage.

     

    LIBOR Loan: each set
of LIBOR Revolver Loans having a common length and commencement of Interest
Period.

     

    LIBOR Revolver Loan:
a Revolver Loan that bears interest based on LIBOR.

     

    License: any license
or agreement under which an Obligor is authorized to use Intellectual Property
in connection with any manufacture, marketing, distribution or disposition of
Collateral, any use of Property or any other conduct of its
business.

     

    Licensor: any Person
from whom an Obligor obtains the right to use any Intellectual Property pursuant
to a License.

     

    Lien: any Person’s
interest in Property securing an obligation owed to, or a claim by, such Person,
whether such interest is based on common law, statute or contract, including
liens, security interests, pledges, hypothecations, statutory trusts,
reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases, and other title exceptions and encumbrances
affecting Property.

     

    Lien Waiver: an
agreement, in form and substance satisfactory to Agent, by which (a) for any
material Collateral located on leased premises, the lessor waives or
subordinates any Lien it may have on the Collateral, and agrees to permit Agent
to enter upon the premises and remove the Collateral or to use the premises to
store or dispose of the Collateral; (b) for any Collateral held by a
warehouseman, processor, shipper, customs broker or freight forwarder, such
Person waives or subordinates any Lien it may have on the Collateral, agrees to
hold any Documents in its possession relating to the Collateral as agent for
Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any
Collateral held by a repairman, mechanic or bailee, such Person acknowledges
Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and
agrees to deliver the Collateral to Agent upon request; and (d) for any
Collateral subject to a Licensor’s Intellectual Property rights, the Licensor
grants to Agent the right, vis-à-vis such Licensor, to use such Intellectual
Property in connection with the enforcement of Agent Liens with respect to the
Collateral, including the right to dispose of it with the benefit of such
Intellectual Property, whether or not a default exists under any applicable
License.

     

    Loan: a Revolver
Loan.

     

    


    
      
        
           


        

        
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    Loan Account: the
loan account established by each Lender on its books pursuant to Section 5.7.

     

    Loan Documents: this
Agreement, Other Agreements and Security Documents.

     

    Loan Year: each 12
month period commencing on the Closing Date and on each anniversary of the
Closing Date.

     

    Margin Stock: as
defined in Regulation U of the Board of Governors.

     

    Material Adverse
Effect: the effect of any event or circumstance that, taken alone or in
conjunction with other events or circumstances, (a) has or could reasonably be
expected to have a material adverse effect on the business, operations,
Properties, prospects or condition (financial or otherwise) of the Obligors
taken as a whole, on the value of any material portion of the Collateral, on the
enforceability of any Loan Documents, or on the validity or priority of Agent’s
Liens on any material portion of the Collateral; (b) materially impairs the
ability of the Obligors taken as a whole to perform any obligations under the
Loan Documents, including repayment of any Obligations; or (c) otherwise
materially impairs the ability of Agent or any Lender to enforce or collect any
Obligations or to realize upon any material portion of the
Collateral.

     

    Material Contract:
any agreement or arrangement to which a Borrower or Subsidiary is party (other
than the Loan Documents) (a) that is deemed to be a material contract under any
securities law applicable to such Obligor, including the Securities Act of 1933;
(b) for which breach, termination, nonperformance or failure to renew could
reasonably be expected to have a Material Adverse Effect; or (c) that relates to
Debt in an aggregate amount of $500,000 or more, all of which as of the Closing
Date are listed on Schedule
1.3.

     

    Material License: any
License that is a Material Contract and that is necessary with respect to the
use of any material portion of the Collateral or any other material portion of
the Property of Obligors and Subsidiaries.

     

    Moody’s: Moody’s
Investors Service, Inc., and its successors.

     

    Mortgage: each
mortgage, deed of trust or deed to secure debt, in form and substance acceptable
to Agent, pursuant to which a Borrower grants to Agent, for the benefit of
Secured Parties, Liens upon the Real Estate owned by such Borrower, as security
for the Obligations.

     

    Multiemployer Plan:
any employee benefit plan of the type described in Section 4001(a)(3) of ERISA,
to which any Obligor or ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been
obligated to make contributions.

     

    Net Cash Amount: with
respect to Extraordinary Receipts or Refinancing Debt, the cash amount of such
receipts, net of bona
fide direct costs incurred to non-Affiliates of any Obligor in connection
with obtaining such cash receipts or Refinancing Debt, including, without
limitation, (a) reasonable and customary costs and expenses actually
incurred in connection therewith, including legal fees and fees of accountants
and consultants, and (b) transfer or similar taxes.

     

    Net Proceeds: with
respect to an Asset Disposition, proceeds (including, when received, any
deferred or escrowed payments) received by a Borrower or Subsidiary in cash from
such disposition, net of (a) reasonable and customary costs and expenses
actually incurred in connection therewith, including legal fees and sales
commissions; (b) amounts applied to repayment of Debt secured by a Permitted
Lien

     

    


    
      
        
           


        

        
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    (other
than the Agent’s Lien); (c) transfer or similar taxes; and (d) reserves for
indemnities, until such reserves are no longer needed.

     

    NOLV: the net orderly
liquidation value of a Borrower’s Bank Revenue Equipment, expected to be
realized at an orderly, negotiated sale held within a reasonable period of time,
net of all liquidation expenses, as determined from the most recent appraisal of
such Borrower’s Bank Revenue Equipment performed by an appraiser acceptable to
and on terms satisfactory to Agent and which value may be adjusted upward and
downward in Agent’s Credit Judgment to reflect factors as expressed in such
appraisals from time to time.

     

    Notes: each Revolver
Note or other promissory note executed by a Borrower to evidence any
Obligations.

     

    Notice of Borrowing:
a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of
Revolver Loans, in form satisfactory to Agent.

     

    Notice of
Conversion/Continuation: a Notice of Conversion/Continuation to be
provided by Borrower Agent to request a conversion or continuation of any Loans
as LIBOR Loans, in form satisfactory to Agent.

     

    Obligations: all (a)
principal of and premium, if any, on the Loans, (b) LC Obligations and other
obligations of Obligors with respect to Letters of Credit, (c) interest,
expenses, fees and other sums payable by Obligors under Loan Documents, (d)
obligations of Obligors under any indemnity for Claims, (e) Extraordinary
Expenses, (f) Bank Product Debt, and (g) other Debts, obligations and
liabilities of any kind owing by Obligors to Agent or Lenders pursuant to the
Loan Documents, whether now existing or hereafter arising, whether evidenced by
a note or other writing, whether allowed in any Insolvency Proceeding, whether
arising from an extension of credit, issuance of a letter of credit, acceptance,
loan, guaranty, indemnification or otherwise, and whether direct or indirect,
absolute or contingent, due or to become due, primary or secondary, or joint or
several.

     

    Obligor: each
Borrower and each Guarantor, or other Person that is liable for payment of any
Obligations or that has granted a Lien in favor of Agent on its assets to secure
any Obligations.

     

    Ordinary Course of
Business: the ordinary course of business of any Borrower or Subsidiary,
consistent with past practices and undertaken in good faith.

     

    Organic Documents:
with respect to any Person, its charter, certificate or articles of
incorporation, bylaws, articles of organization, limited liability agreement,
operating agreement, members agreement, shareholders agreement, partnership
agreement, certificate of partnership, certificate of formation, voting trust
agreement, or similar agreement or instrument governing the formation or
operation of such Person.

     

    OSHA: the
Occupational Safety and Hazard Act of 1970.

     

    Other Agreements: the
Notes; the Release and Termination Agreement, the LC Documents; the Fee Letter;
the Lien Waivers; the
Real Estate Related Documents; each Borrowing Base Certificate, each Compliance
Certificate, each financial statement or report delivered hereunder; and each
other document, instrument or agreement (other than this Agreement or a Security
Document) now or hereafter delivered by an Obligor or other Person to Agent or a
Lender in connection with any transactions relating hereto (excluding any
contracts of any Borrowers or Subsidiaries with parties other than Agent or
Lenders).

     

    


    
      
        
           


        

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

     

    Overadvance: as
defined in Section
2.1.5.

     

    Overadvance Loan: a
Base Rate Revolver Loan made when an Overadvance exists or is caused by the
funding thereof.

     

    Parent: as defined in
the preamble of this Agreement.

     

    Parent Guaranty: that
certain Guaranty entered into by Parent in favor of Lenders dated as of the date
hereof.

     

    Participant: as
defined in Section
13.2.

     

    Patents:  (a)
all letters of patent of the United States, any other country, union of
countries or any political subdivision of any of the foregoing, and all reissues
and extensions thereof, including any of the foregoing listed in Schedule 9.1.12, (b) all
applications for letters of patent of the United States or any other country or
union of countries or any political subdivision of any of the foregoing and all
divisions, continuations and continuations-in-part thereof, all improvements
thereof, including any of the foregoing listed in Schedule 9.1.12, and (c) any
reissues or extensions of the foregoing.

     

    Patent Security
Agreement: each patent security agreement or collateral assignment
pursuant to which an Obligor grants a Lien on or assigns to Agent, for the
benefit of Secured Parties, a Lien on such Obligor's interests in its Patents,
as security for the Obligations.

     

    Patriot Act: the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272
(2001).

     

    Payment Item: each
check, draft or other item of payment payable to a Borrower, including those
constituting proceeds of any Collateral.

     

    PBGC: the Pension
Benefit Guaranty Corporation.

     

    Pension Plan: any
employee pension benefit plan (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the
Obligor or ERISA Affiliate contributes or has an obligation to contribute, or in
the case of a multiple employer or other plan described in
Section  4064(a) of ERISA, has made contributions at any time during
the preceding five plan years.

     

    Permitted Asset
Disposition: (A) as long as no Default or Event of Default exists or
would be created as a result thereof and all Net Proceeds are remitted to Agent
for application to outstanding Loans, if any, an Asset Disposition that is (a) a
sale of Inventory in the Ordinary Course of Business; (b) a disposition of
Pledged Equipment in the Ordinary Course of Business in accordance with the
Obligors’ disposition cycle or that is otherwise worn, damaged or obsolete; (c)
in addition to, and without intending to limit the provisions of, the
immediately preceding clause (b), a disposition of Pledged Equipment that, in
the aggregate during any 12 month period, has a fair market or book value
(whichever is more) of $20,000,000 or less; (d) a
disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable
in the Ordinary Course of Business; (e) termination of a lease of real or
personal Property that is not necessary for the Ordinary Course of Business,
could not reasonably be expected to have a Material

     

    


    
      
        
           


        

        
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    Adverse
Effect and does not result from an Obligor’s default; or (f) not otherwise a
Permitted Asset Disposition but is approved in writing by Agent and Required
Lenders, (B) a disposition of Excluded Assets (including, without limitation,
Real Estate that does not constitute Eligible Real Estate, Daimler Revenue
Equipment and other personal Property financed with Purchase Money Debt and
subject to a Purchase Money Lien) where the proceeds are applied first to reduce
or satisfy, as applicable, Debt secured by such Excluded Assets with any
remaining Net Proceeds used to repay outstanding Revolver Loans, if any, or (C)
a disposition of Refinanced Assets where the proceeds are applied first to
reduce or satisfy, as applicable, the Collateral Refinancing Debt related
thereto, with any remaining Net Proceeds used to repay outstanding Revolver
Loans, if any.

     

    Permitted Contingent
Obligations: Contingent Obligations (a) arising from endorsements of
Payment Items for collection or deposit in the Ordinary Course of Business; (b)
arising from Hedging Obligations permitted hereunder; (c) described on Schedule 10.2.1 existing on
the Closing Date, and any extension or renewal thereof that does not increase
the amount of such Contingent Obligation when extended or renewed; (d) incurred
in the Ordinary Course of Business with respect to surety, appeal or performance
bonds, or other similar obligations; (e) arising from customary indemnification
obligations in favor of purchasers in connection with dispositions of Equipment
permitted hereunder; (f) arising under the Loan Documents; (g) related to
vehicle leases not otherwise described in this definition; or (h) related to any
Permitted Debt.

     

    Permitted Debt: Debt
permitted under Section
10.2.1.

     

    Permitted
Distributions: (a) Upstream Payments, and (b) the Distribution by CTI and
SRT of their Equity Interests in CVTI Receivables to Parent to facilitate the
merger of CVTI Receivables with and into Parent; provided, that no
Default or Event of Default exists immediately prior to or would result directly
or indirectly from any of the foregoing Distributions.

     

    Permitted Lien: as
defined in Section
10.2.2.

     

    Permitted Purchase Money
Debt: Purchase Money Debt of Borrowers and Subsidiaries that is unsecured
or secured only by a Purchase Money Lien, as long as the aggregate amount of
such Debt which is secured by any Collateral other than Revenue Equipment does
not exceed $30,000,000 at any time.

     

    Permitted Sale
Leaseback:  Any Sale Leaseback of Revenue Equipment or Real
Estate entered into after the Closing Date for which the following conditions
have been met or satisfied: (i) the net proceeds from any Sale Leaseback are
first used to repay outstanding Revolver Loans, if any; (ii) a senior
officer  of Parent has determined in good faith that the terms of such
Sale Leaseback, taken as a whole, are commercially reasonable and comparable to
terms otherwise generally available in arms length transactions at the time such
Sale Leaseback is committed; (iii) Obligors are in compliance with the Fixed
Charge Coverage Ratio on a pro-forma basis, after giving effect to any such Sale
Leaseback and the application of the net proceeds of such Sale Leaseback in
accordance with clause (i) of this definition; (iv) the release of the
Collateral which will be sold in the Sale Leaseback will not result in an
Overadvance arising under the Borrowing Base after the application of the net
proceeds of such Sale Leaseback in accordance with clause (i) of this
definition; (v) upon giving effect to the contemplated Sale Leaseback, no
Default or Event of Default exists; (vi) if the Collateral which will be sold in
the Sale Leaseback secures Permitted Debt immediately prior to the closing of
the contemplated Sale Leaseback (a) the sales price of the Collateral is no less
than the fair market value thereof, (b) the lease has a final maturity no
earlier than the maturity date of the Debt previously secured, (c) a senior
officer of Parent has determined in good faith that the terms of such Sale
Leaseback, taken as a whole, are more advantageous to the Obligors than the
terms of the Permitted Debt previously secured by such Collateral, and (d) no
additional

     

    


    
      
        
           


        

        
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    Person
(other than any other Obligor) is a tenant under such lease; and (vii) Obligors
have delivered to the Agent no less than ten (10) days prior to the closing of
such Sale Leaseback a certificate of a senior officer of Parent certifying that
each of the conditions set forth herein has been met, or will be met on the date
of the closing of the Sale Leaseback, together with a pro-forma Borrowing Base
Certificate and pro-forma Compliance Certificate showing the effect of the
proposed Sale Leaseback, the related release of Collateral and the related
application of net proceeds.

     

    Permitted Voluntary
Prepayment: (a) Any voluntary prepayment, redemption, defeasance or
acquisition of Debt (other than Revolver Loans) of any Obligor made with
proceeds of Refinancing Debt or Extraordinary Receipts, as long as (i) no
Default or Event of Default exists immediately prior to or arises as a result of
such prepayment, redemption, defeasance or acquisition of Debt, and (ii) the Net
Cash Amount thereof is applied to the prepayment, redemption, defeasance or
acquisition of Debt substantially contemporaneously with the incurrence of such
Refinancing Debt or receipt of such Extraordinary Receipts; or (b) any voluntary
prepayment, redemption, defeasance or acquisition of Debt (other than Revolver
Loans) of any Obligor secured by Revenue Equipment made with Available Cash, as
long as (i)  no Default or Event of Default exists immediately prior
to or arises as a result of such prepayment, redemption, defeasance or
acquisition of such Debt and (ii) the Liens of the holder of such Debt upon the
Revenue Equipment securing such Debt shall be released and such Revenue
Equipment shall become Collateral hereunder; provided, however, that for the
purpose of calculating Fixed Charges only, the amount of the "Permitted
Voluntary Prepayment" attributable to the prepayment of such Debt under this
clause (b) shall be deemed to equal the lesser of (i) the amount of the Debt
prepaid and (ii) the Equipment Formula Amount attributable to the Revenue
Equipment previously securing such Debt.

     

    Person: any
individual, corporation, limited liability company, partnership, joint venture,
joint stock company, land trust, business trust, unincorporated organization,
Governmental Authority or other entity.

     

    Plan: any employee
benefit plan (as such term is defined in Section 3(3) of ERISA) established by
an Obligor or, with respect to any such plan that is subject to Section 412 of
the Code or Title IV of ERISA, an ERISA Affiliate.

     

    Pledge Agreement: the
pledge agreement pursuant to which the Obligors pledge and assign to Agent, for
the benefit of Secured Parties, each such Obligor's current and future owned
Equity Interests (other than Equity Interests in VIL, Transplace, and CVTI
Receivables) as security for the Obligations.

     

    Pledged
Equipment:  any Equipment which is not an Excluded Asset,
including, without limitation, any Bank Revenue Equipment.

     

    Pledged Collateral:
as defined in the Pledge Agreement.

     

    Principal Holders:
(i) David Parker, Jacqueline Parker, or Elizabeth Fuller, their spouses, their
lineal descendants and spouses of their lineal descendants; (ii) estates of
Persons described in clause (i); (iii) trusts established for the benefit of any
Person or Persons described in clause (i); and (iv) corporations, limited
liability companies, partnerships or similar entities 90% or more owned by any
Person or Persons described in clauses (i) through (iii).

     

    Pro Rata: with
respect to any Lender, a percentage (carried out to the ninth decimal place)
determined (a) while Revolver Commitments are outstanding, by dividing the
amount of such Lender’s Revolver Commitment by the aggregate amount of all
Revolver Commitments; and (b) at any other time, by dividing the amount of such
Lender’s Loans and LC Obligations by the aggregate amount of all outstanding
Loans and LC Obligations.

     

    


    
      
        
           


        

        
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    Properly Contested:
with respect to any obligation of an Obligor, (a) the obligation is subject to a
bona fide dispute regarding amount or the Obligor’s liability to pay; (b) the
obligation is being properly contested in good faith by appropriate proceedings
promptly instituted and diligently pursued; (c) appropriate reserves have been
established in accordance with GAAP; (d) non-payment could not have a Material
Adverse Effect, nor result in forfeiture or sale of any assets of the Obligor;
(e) no Lien is imposed on assets of the Obligor, unless bonded and stayed to the
satisfaction of Agent; and (f) if the obligation results from entry of a
judgment or other order, such judgment or order is stayed pending appeal or
other judicial review.

     

    Property: any
interest in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible.

     

    Protective Advances:
as defined in Section
2.1.6.

     

    Purchase Money
Debt:  Debt (other than the Obligations or Debt arising under
the Daimler Credit Facility or arising in connection with an Acquisition) (a)
for payment of any of the purchase price of fixed or capital assets; (b)
incurred within forty-five (45) days (or, solely with respect to the acquisition
of Real Estate, sixty (60) days) before or after the acquisition (which for
purposes of  this definition shall be construed to mean the purchase
or capital lease) of any fixed or capital assets for the purpose of financing
any of the purchase price thereof; and (c) any renewals, extensions or
refinancings otherwise permitted hereunder.

     

    Purchase Money Lien:
a Lien that secures Purchase Money Debt, encumbering only the assets acquired
with such Debt and constituting a Capital Lease or a purchase money security
interest under the UCC.

     

    RCRA: the Resource
Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

     

    Real Estate: all
right, title and interest (whether as owner, lessor or lessee) in any real
Property or any buildings, structures, parking areas or other improvements
thereon.

     

    Real Estate Amortization
Amount:  the product of (a) $25,000,000 times (b)
1/84.

     

    Real Estate Formula
Amount:  an amount equal to the lesser of (a) $25,000,000, as
such sum shall be reduced on the first day of each month in an amount equal to
the Real Estate Amortization Amount, with such reductions commencing April 1,
2009; or (b) 65% of the Value of Eligible Real Estate.

     

    Real Estate Related
Documents: with respect to each parcel of Eligible Real Estate, the
following, in form and substance satisfactory to Agent:  (a) a
mortgagee title policy (or commitment therefor) covering Agent's interest under
the Mortgage, in a form and amount and by an insurer acceptable to Agent, which
must be fully paid on such effective date; (b) such assignments of leases,
owner’s or lessee’s affidavits, estoppel letters, attornment agreements,
consents, waivers and releases as Agent may require with respect to other
Persons having an interest in the Real Estate; (c) a current, as-built survey of
the Real Estate, containing a metes-and-bounds property description and flood
plain certification, and certified by a licensed surveyor acceptable to Agent;
(d) flood insurance in an amount, with endorsements and by an insurer acceptable
to Agent, if the Real Estate is within a flood plain; (e) a current appraisal of
the Real Estate, prepared by an appraiser acceptable to Agent, and in form and
substance satisfactory to Required Lenders; (f) an environmental assessment,
prepared by environmental engineers acceptable to Agent, and accompanied by such
reports, certificates, studies or data as Agent may reasonably require, which
shall all be in form and substance satisfactory to Required Lenders; (g) such
opinions of local counsel with respect to the Mortgages as Agent may require,
and (h) an Environmental Agreement and

     

    


    
      
        
           


        

        
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    such
other documents, instruments or agreements as Agent may reasonably require with
respect to any environmental risks regarding such Real Estate.

     

    Receivables
Securitization: the securitization program implemented pursuant to the
terms of (a) that certain Receivables Purchase Agreement dated as of December
12, 2000 by and among CTI, as an Originator, Southern Refrigerated Transport,
Inc., as an Originator, and CVTI Receivables, as Purchaser, and (b) that certain
Loan Agreement dated as of December 12, 2000 by and among CVTI Receivables, as
Borrower, Parent, as Master Servicer, Three Pillars Funding Corporation, as
Lender, and SunTrust Equitable Securities Corporation, as Administrator, each as
amended to date.

    


    Refinanced
Assets:  (a) Real Estate, (b) Revenue Equipment and (c) other
fixed or capital assets with an aggregate value (determined as the higher of net
book value or fair market value) of up to $10,000,000, in each case to the
extent pledged to secure Collateral Refinancing Debt.

    


    Refinancing
Conditions: the following conditions for Refinancing Debt:  (a)
it is in an aggregate principal amount that does not exceed the principal amount
of the Debt being extended, renewed or refinanced, except that Revenue Equipment
and Real Estate may be financed up to the fair market value thereof; (b) it has
a final maturity no sooner than, and a weighted average life no less than, the
Debt being extended, renewed or refinanced; (c) it is subordinated to the
Obligations at least to the same extent as the Debt being extended, renewed or
refinanced; (d) , a senior officer  of Parent has determined in good
faith that the terms of such Refinancing Debt, taken as a whole, are more
advantageous to the Obligors than the terms of the Permitted Debt secured by
such assets; (e) no additional Lien is granted to secure it; (f) no additional
Person (other than any other Obligor) is obligated on such Debt; and (g) upon
giving effect to it, no Default or Event of Default exists.

     

    Refinancing Debt:
Borrowed Money that is the result of an extension, renewal or refinancing of
Debt permitted under Section
10.2.1(b), (c), (e),
(f), (i), (j), (l), (m) or (n).

     

    Registered Intellectual
Property: all registered trademarks and registered copyrights, all
applications for registration of trademarks and copyrights (other than the
Excluded Copyrights), and all patents and applications for patents that are, in
each case, owned by an Obligor and that have been issued by (with respect to
patents), registered with, or filed with, the United States Patent and Trademark
Office or the United States Copyright Office.

     

    Reimbursement Date:
as defined in Section
2.2.2.

     

    Release and Termination
Agreement: the Release and Termination Agreement dated as of the Closing
Date by and among each of the parties to the Receivables Securitization and
Agent.

     

    Rent and Charges
Reserve: the aggregate of (a) all past due rent and other amounts owing
by an Obligor to any landlord, warehouseman, processor, repairman, mechanic,
shipper, freight forwarder, broker or other Person who possesses any Collateral
or could assert a Lien on any Collateral; and (b) a reserve at least equal to
three months rent and other charges that could be payable to any such Person,
unless it has executed a Lien Waiver.

     

    Report: as defined in
Section
12.2.3.

     

    Reportable Event: any
of the events set forth in Section 4043(c) of ERISA, other than events for which
the 30 day notice period has been waived.

     

    


    
      
        
           


        

        
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    Required Lenders:
Lenders (subject to Section
4.2) having Revolver Commitments in excess of 50% of the aggregate
Revolver Commitments; provided, however, that if
there are only two Lenders on the date of determination, “Required Lenders”
shall mean both of such Lenders, and; provided further
that, if there are only three Lenders on the date of determination, “Required
Lenders” shall mean at least two Lenders.

     

    Reserve Percentage:
the reserve percentage (expressed as a decimal, rounded upward to the nearest
1/8th of 1%) applicable to member banks under regulations issued from time to
time by the Board of Governors for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement)
with respect to Eurocurrency funding (currently referred to as “Eurocurrency
liabilities”).

     

    Restricted
Investment: any Investment by an Obligor or a Subsidiary of an Obligor,
other than (a) Investments in Subsidiaries to the extent existing on the Closing
Date or as approved by the Required Lenders after the Closing Date; (b) Cash
Equivalents that are subject to Agent's Lien and control, pursuant to
documentation in form and substance satisfactory to Agent; (c) Investments in
any new Subsidiary created in accordance with the provisions of Section 10.2.9; (d) loans and
advances permitted under Section 10.2.6; provided, however, that with
respect any Investment under clause (c) above, no Default or Event of Default
exists immediately prior to or would result directly or indirectly from such
Investment.

     

    Restrictive
Agreement: an agreement (other than a Loan Document) that conditions or
restricts the right of any Borrower, Subsidiary or other Obligor to incur or
repay Borrowed Money, to grant Liens on any assets, to declare or make
Distributions, to modify, extend or renew any agreement evidencing Borrowed
Money, or to repay any intercompany Debt.

     

    Revaluation Date:
with respect to any item of Eligible Revenue Equipment or any parcel of Eligible
Real Estate, the date requested by Borrower Agent or Agent for revaluation of
such item of Eligible Revenue Equipment or parcel of Eligible Real Estate,
provided that (a) not less than 60 days prior to such date (or such shorter
period to which Agent shall consent), Borrower Agent shall have requested in
writing that Agent conduct such revaluation at Borrowers’ expense, and (b) no
less than 5 Business Days prior to such Date, Agent shall have received a
reasonably satisfactory appraisal of such Eligible Revenue Equipment or Eligible
Real Estate prepared by an appraisal firm engaged by Agent.

     

    Revenue Equipment:
all Equipment that would typically be subject to a certificate of title and that
is (a) owned by a Borrower, and (b) is used in the conduct of a Borrower’s
business as a means of producing revenue.

     

    Revolver Commitment:
for any Lender, its obligation to make Revolver Loans and to participate in LC
Obligations up to the maximum principal amount shown on Schedule 1.1, or as hereafter
determined pursuant to each Assignment and Acceptance to which it is a
party.  “Revolver Commitments”
means the aggregate amount of such commitments of all Lenders.

     

    Revolver Increase Effective
Date: as defined in Section 2.3.4.

     

    Revolver Loan: a loan
made pursuant to Section
2.1, and any Swingline Loan,  and any Overadvance Loan or
Protective Advance.

     

    Revolver Note: a
promissory note to be executed by Borrowers in favor of a Lender, upon such
Lender’s request, in the form of Exhibit A, which shall be in
the amount of such Lender’s Revolver Commitment and shall evidence the Revolver
Loans made by such Lender.

     

    


    
      
        
           


        

        
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    Revolver Termination
Date: September 23, 2011.

     

    Revolving Credit
Facility: as of the Closing Date, $85,000,000, and at any time
thereafter, the aggregate amount of Lenders’ Revolver Commitments at such time,
after giving effect to any decrease in Revolver Commitments in accordance with
Section 2.1.4, any
increase in the aggregate Revolver Commitments pursuant to Section 2.3 or any termination
of Revolver Commitments in accordance herewith on the Commitment Termination
Date.

     

    Royalties: all
royalties, fees, expense reimbursement and other amounts payable by a Borrower
under a License.

     

    Sale Leaseback: any
arrangement or arrangements with any Person providing for the leasing by any
Borrower, Parent or Subsidiary of either real or personal Property, whether now
owned or hereafter acquired in a single transaction or series of related
transactions, which has been or is to be sold or transferred by any Borrower,
Parent or any of their Subsidiaries to such Person or to any other Person to
whom funds have been or are to be advanced by such Person on the security of
such Property or rental obligations of any Borrower, Parent or any of their
Subsidiaries.

     

    S&P: Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.

     

    Secured Parties:
Agent, Issuing Bank, Lenders and providers of Bank Products.

     

    Securities Account:
as defined in Section
1.3.

     

    Securities Account Control
Agreements: the securities account control agreements, in form and
substance reasonably acceptable to Agent, to be executed by each institution
maintaining a Securities Account for an Obligor, in favor of Agent, for the
benefit of Secured Parties, as security for the Obligations.

     

    Security Documents:
the Guaranty, Mortgages, Pledge Agreements, Copyright Security Agreements,
Patent Security Agreements, Trademark Security Agreements, Deposit Account
Control Agreements, Securities
Account Control Agreements, and all other documents, instruments and agreements
now or hereafter securing (or given with the intent to secure) any
Obligations.

     

    Senior Officer: the
chairman of the board, president, chief executive officer or chief financial
officer, treasurer or controller of a Borrower or, if the context requires, an
Obligor.

     

    Settlement Report: a
report delivered by Agent to Lenders summarizing the Revolver Loans and
participations in LC Obligations outstanding as of a given settlement date,
allocated to Lenders on a Pro Rata basis in accordance with their Revolver
Commitments.

     

    Solvent: as to any
Person, such Person (a) owns Property whose fair salable value is greater than
the amount required to pay all of its debts (including contingent, subordinated,
unmatured and unliquidated liabilities); (b) owns Property whose present fair
salable value (as defined below) is greater than the probable total liabilities
(including contingent, subordinated, unmatured and unliquidated liabilities) of
such Person as they become absolute and matured; (c) is able to pay all of its
debts as they mature; (d) has capital that is not unreasonably small for its
business and is sufficient to carry on its business and transactions and all
business and transactions in which it is about to engage; (e) is not “insolvent”
within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not
incurred (by way of assumption or otherwise) any obligations or liabilities
(contingent or otherwise) under any Loan

     

    


    
      
        
           


        

        
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    Documents,
or made any conveyance in connection therewith, with actual intent to hinder,
delay or defraud either present or future creditors of such Person or any of its
Affiliates.  “Fair salable value”
means the amount that could be obtained for assets within a reasonable time,
either through collection or through sale under ordinary selling conditions by a
capable and diligent seller to an interested buyer who is willing (but under no
compulsion) to purchase.

     

    Subsidiary: any
entity at least 50% of whose voting securities or Equity Interests is owned by a
Borrower, any combination of Borrowers or Parent (as the context requires)
(including indirect ownership by a Borrower or Parent through other entities in
which Borrowers or Parent directly or indirectly owns 50% of the voting
securities or Equity Interests) and any other entity whose financial results are
included in the consolidated financial statements of Borrowers or
Parent.

     

    Supporting
Obligation: as defined in Section 1.3.

     

    Swingline Loan: any
Borrowing of Base Rate Revolver Loans funded with Agent's funds, until such
Borrowing is settled among Lenders pursuant to Section 4.1.3.

     

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

     

    Taxes: all present or
future taxes, levies, imposts, duties, deductions, withholdings, assessments,
fees or other charges that are in the nature of a tax imposed by any
Governmental Authority, including any interest, additions to tax or penalties
applicable thereto.

     

    Trademarks: all
United States, state and foreign trademarks, trade names, corporate names,
company names, business names, fictitious business names, internet domain names,
trade dress, service marks, certification marks, collective marks, logos, all
indicators of the source of goods or services, designs and general intangibles
of a like nature, all registrations and applications for any of the foregoing
including, but not limited to the registrations and applications referred to in
Schedule 9.1.12 (as such
schedule may be amended or supplemented from time to time), but excluding in all
cases all intent-to-use United States trademark applications for which an
amendment to allege use or statement of use has not been filed under 15 U.S.C. §
1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed
in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively,
by the United States Patent and Trademark Office, all extensions or renewals of
any of the foregoing, all of the goodwill of the business connected with the use
of and symbolized by the foregoing, the right to sue for past, present and
future infringement or dilution of any of the foregoing or for any injury to
goodwill, and all proceeds of the foregoing, including licenses, royalties,
income, payments, claims, damages, and proceeds of suit.

     

    Trademark Security
Agreement: each trademark security agreement pursuant to which an Obligor
grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor's
interests in Trademarks, as security for the Obligations.

     

    Trade Secrets: all
trade secrets and all other confidential or proprietary information and know-how
including drawings, formulae, schematics, designs, plans, processes, supplier
lists, business plans, business methods and prototypes now or hereafter owned or
used in the business of an entity throughout

     

    


    
      
        
           


        

        
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    the world
(all of the foregoing being collectively called a “Trade Secret”), whether or
not such Trade Secret has been reduced to a writing or other tangible form,
including all documents and things embodying, incorporating, or referring in any
way to such Trade Secret, the right to sue for past, present and future
infringement of any Trade Secret, and all proceeds of the foregoing, including
license royalties, income, payments, claims, damages, and proceeds of
suit.

     

    Transferee: any
actual or potential Eligible Assignee, Participant or other Person acquiring an
interest in any Obligations.

     

    Transplace:
Transplace, Inc., an Affiliate of Parent.

     

    Trigger Period: the
period (a) commencing on the day that an Event of Default occurs or Availability
is less than $75,000,000 at any time, and (b) continuing until no Event of
Default has existed and Availability has been greater than $75,000,000 for at
least 60 consecutive days.

     

    Twelve-Month Period:
a period of twelve full consecutive months of Parent and its Subsidiaries, taken
together as one accounting period; provided, however, prior to October 1, 2009,
“Twelve-Month Period” shall mean an increasing period from October 1, 2008
through the month most recently ended prior to the date of the applicable
calculation referring to such period.

    


    Type: any type of a
Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and,
in the case of LIBOR Loans, the same Interest Period.

     

    UCC: the Uniform
Commercial Code as in effect in the State of New York or, when the laws of any
other jurisdiction govern the validity, enforceability, perfection, priority or
enforcement of any Lien, the Uniform Commercial Code of such
jurisdiction.

     

    Unfunded Pension
Liability: the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

     

    Upstream Payment: a
Distribution by a Subsidiary of a Borrower to such Borrower or by a Subsidiary
of Parent to Parent.

     

    Unused Line Fee: a
fee equal to (a)(i) 0.25% per annum at any time Availability is less than
$50,000,000 or (ii) 0.375% per annum at any time Availability is greater than or
equal to $50,000,000  times (b) the average daily amount by which the
Revolver Commitments exceed the outstanding principal amount of all Revolver
Loans and aggregate undrawn amount of all outstanding Letters of Credit during
any month (or such shorter period if calculated for the first month following
the Closing Date or on the Commitment Termination Date).

     

    Value: (a) for
Equipment or Real Estate, its fair market value based upon the most recent
appraisals performed by an appraiser acceptable to Agent and on terms
satisfactory to Agent, and (b) for an Account, its face amount, net of any
returns, rebates, discounts (calculated on the shortest terms), credits,
allowances or Taxes (including sales, excise or other taxes) that have been or
could be claimed by the Account Debtor or any other Person.

     

    VIL: Volunteer
Insurance Limited, a Cayman Islands corporation.

     

    


    
      
        
           


        

        
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        1.2.           Accounting
Terms.  Under the Loan Documents (except as otherwise specified
herein), all accounting terms shall be interpreted, all accounting
determinations shall be made, and all financial statements shall be prepared, in
accordance with GAAP applied on a basis consistent with the most recent audited
financial statements of Borrowers delivered to Agent before the Closing Date and
using the same inventory valuation method as used in such financial statements,
except for any changes required or permitted by GAAP if Borrowers’ certified
public accountants concur in such change, the change is disclosed to Agent, and
Section 10.3 is amended
in a manner satisfactory to Required Lenders to take into account the effects of
the change.

         

        1.3.           Uniform
Commercial Code.  As used herein, the following terms are
defined in accordance with the UCC in effect in the State of New York from time
to time:  “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,”
“Document,” “Equipment,” “General Intangibles,” “Goods,” “Instrument,”
“Inventory”, “Investment Property,” “Letter-of-Credit Right”, “Securities
Account,” and “Supporting Obligation.”

         

        1.4.           Certain
Matters of Construction.  The terms “herein,” “hereof,”
“hereunder” and other words of similar import refer to this Agreement as a whole
and not to any particular section, paragraph or subdivision.  Any
pronoun used shall be deemed to cover all genders.  In the computation
of periods of time from a specified date to a later specified date, “from” means
“from and including,” and “to” and “until” each mean “to but
excluding.”  The terms “including” and “include” shall mean
“including, without limitation” and, for purposes of each Loan Document, the
parties agree that the rule of ejusdem generis shall not be
applicable to limit any provision.  Section titles appear as a matter
of convenience only and shall not affect the interpretation of any Loan
Document.  All references to (a) laws or statutes include all related
rules, regulations, interpretations, amendments and successor provisions; (b)
any document, instrument or agreement include any amendments, waivers and other
modifications, extensions or renewals (to the extent permitted by the Loan
Documents); (c) any section mean, unless the context otherwise requires, a
section of this Agreement; (d) any exhibits or schedules mean, unless the
context otherwise requires, exhibits and schedules attached hereto, which are
hereby incorporated by reference; (e) any Person include successors and assigns;
(f) time of day means New York time of day; or (g) discretion of Agent, Issuing
Bank or any Lender mean the sole and absolute discretion of such
Person.  All calculations of Value, fundings of Loans, issuances of
Letters of Credit and payments of Obligations shall be in Dollars and, unless
the context otherwise requires, all determinations (including calculations of
Borrowing Base and financial covenants) made from time to time under the Loan
Documents shall be made in light of the circumstances existing at such
time.  Borrowing Base calculations shall be consistent with historical
methods of valuation and calculation, and otherwise satisfactory to Agent (and
not necessarily calculated in accordance with GAAP).  Borrowers shall
have the burden of establishing any alleged negligence, misconduct or lack of
good faith by Agent, Issuing Bank or any Lender under any Loan
Documents.  No provision of any Loan Documents shall be construed
against any party by reason of such party having, or being deemed to have,
drafted the provision.  Whenever the phrase “to the best of Borrowers’
knowledge” or words of similar import are used in any Loan Documents, it means
actual knowledge of a Senior Officer, or knowledge that a Senior Officer would
have obtained if he or she had engaged in good faith and diligent performance of
his or her duties, including reasonably specific inquiries of employees or
agents and a good faith attempt to ascertain the matter to which such phrase
relates.  

         

        1.5.           Amendment
and Restatement; Assignment and Allocations.  This Agreement
constitutes an amendment and restatement of the Existing Credit Agreement as
described in Section
14.17 hereof.  In order to facilitate such amendment and restatement
of the Existing Credit Agreement and otherwise to effectuate the desires of the
Borrowers, the Agent, the Lenders, and the other parties hereto agree that (a)
pursuant to an assignment and assumption agreement among the Existing Lenders
and the Lenders, each of the “Commitments” (as defined in the Existing Credit
Agreement) to make

         

        
          
            
            

          

          
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        “Revolving
Loans” and “Swing Line Loans” (as such terms are defined in the Existing Credit
Agreement) have been assigned to the Lenders hereunder, and (b) simultaneously
with the Closing Date (i) the aggregate Commitments shall be increased to the
amount shown and allocated as set forth in Schedule 2.01, and
(ii) each of the Existing Letters of Credit shall constitute a Letter of Credit
hereunder.

         

      

    

     

    SECTION
2.    CREDIT
FACILITIES

     

    2.1.        
Revolver
Commitment.

     

    2.1.1.    Revolver
Loans.  Each Lender agrees, severally on a Pro Rata basis up to
its Revolver Commitment, on the terms set forth herein, to make Revolver Loans
to Borrowers from time to time through the Commitment Termination
Date.  The Revolver Loans may be repaid and reborrowed as provided
herein.  In no event shall Lenders have any obligation to honor a
request for a Revolver Loan if the unpaid balance of Revolver Loans outstanding
at such time (including the requested Loan) would exceed the Borrowing
Base.

     

    2.1.2.    Revolver
Notes.  The Revolver Loans made by each Lender and interest
accruing thereon shall be evidenced by the records of Agent and such
Lender.  At the request of any Lender, Borrowers shall deliver a
Revolver Note to such Lender.

     

    2.1.3.    Use of
Proceeds.  The proceeds of Revolver Loans shall be used by
Borrowers solely (a) to satisfy existing Debt; (b) to pay fees and transaction
expenses associated with the closing of this credit facility; (c) to pay
Obligations in accordance with this Agreement; and (d) for working capital and
general corporate and any other lawful corporate purposes of
Borrowers.

     

    2.1.4.    Voluntary Reduction or
Termination of Revolver Commitments.

     

    (a)    The
Revolver Commitments shall terminate on the Revolver Termination Date, unless
sooner terminated in accordance with this Agreement.  On the
termination date, Borrowers shall make Full Payment of all
Obligations.

     

    (b)    Borrowers
may permanently reduce the Revolver Commitments, on a Pro Rata basis for each
Lender, upon at least 90 days prior written notice to Agent, which notice shall
specify the amount of the reduction and shall be irrevocable once
given.  Each reduction shall be in a minimum amount of $5,000,000, or
an increment of $1,000,000 in excess thereof.

     

    2.1.5.    Overadvances.  In
the event and on such occasion that the aggregate outstanding Revolver Loans
exceed the Borrowing Base (“Overadvance”) or the
aggregate Revolver Commitments at any time, the Borrowers shall prepay the
Revolver Loans and/or Swingline Loans in an aggregate amount equal to such
excess, but all such Revolver Loans shall nevertheless constitute Obligations
secured by the Collateral and entitled to all benefits of the Loan
Documents.  Unless its authority has been revoked in writing by
Required Lenders, Agent may require Lenders to honor requests for Overadvance
Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when
no other Event of Default is known to Agent, as long as (i) the Overadvance does
not continue for more than 30 consecutive days (and no Overadvance may exist for
at least five consecutive days thereafter before further Overadvance Loans are
required), and (ii) the Overadvance is not known by Agent to exceed the greater
of (A) $10,000,000, or (B) 10% of the Borrowing Base; and (b) regardless of
whether an Event of Default exists, if Agent discovers an Overadvance not
previously known by it to exist, as long as from the date of such discovery the
Overadvance (i) is not increased by more than $3,000,000, and (ii) does not
continue for more than 30 consecutive days.  In no event shall
Overadvance Loans be required that would cause the outstanding Revolver Loans
and LC Obligations to exceed the aggregate Revolver

     

    


    
      
        
           


        

        
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    Commitments,
or would cause the aggregate of all Overadvances and Protective Advances to
exceed $10,000,000.  Any funding of an Overadvance Loan or sufferance
of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event
of Default caused thereby.  In no event shall any Borrower or other
Obligor be deemed a beneficiary of this Section nor authorized to enforce any of
its terms.

     

    2.1.6.    Protective
Advances.  Agent shall be authorized, in its discretion at any
time that any conditions in Section 6 are not satisfied,
to make Base Rate Revolver Loans (“Protective Advances”)
(a) up to an aggregate amount of $10,000,000 outstanding at any time, if Agent
deems such Loans necessary or desirable to preserve or protect Collateral, or to
enhance the collectibility or repayment of Obligations; or (b) to pay any other
amounts chargeable to Obligors under any Loan Documents, including costs, fees
and expenses; provided, however, that in no
event shall any Protective Advance be made that would cause the outstanding
Revolver Loans and LC Obligations to exceed the aggregate Revolver Commitments,
after giving effect to such Protective Advance; and, provided further,
that in no event shall any Protective Advance be made that shall cause the
aggregate of all Protective Advances and Overadvances to exceed $10,000,000,
after giving effect to such Protective Advance.  Each Lender shall
participate in each Protective Advance on a Pro Rata basis.  Required
Lenders may at any time revoke Agent’s authority to make further Protective
Advances by written notice to Agent.  Absent such revocation, Agent’s
determination that funding of a Protective Advance is appropriate shall be
conclusive.

     

    2.2.         
Letter of
Credit Facility.

     

    2.2.1.    Issuance of Letters of
Credit.  Issuing Bank agrees to issue Letters of Credit from
time to time until 30 days prior to the Revolver Termination Date (or until the
Commitment Termination Date, if earlier), on the terms set forth herein,
including the following:

     

    (a)    Each
Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of
Credit is conditioned upon Issuing Bank’s receipt of a LC Application with
respect to the requested Letter of Credit, as well as such other instruments and
agreements as Issuing Bank may customarily require for issuance of a letter of
credit of similar type and amount.  Issuing Bank shall have no
obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC
Request and LC Application at least three Business Days prior to the requested
date of issuance; and (ii) each LC Condition is satisfied.  If Issuing
Bank receives written notice from a Lender at least five Business Days before
issuance of a Letter of Credit that any LC Condition has not been satisfied,
Issuing Bank shall have no obligation to issue the requested Letter of Credit
(or any other) until such notice is withdrawn in writing by that Lender or until
Required Lenders have waived such condition in accordance with this
Agreement.  Prior to receipt of any such notice, Issuing Bank shall
not be deemed to have knowledge of any failure of LC Conditions.

     

    (b)    Letters
of Credit may be requested by a Borrower only (i) to support obligations of such
Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes
as Agent and Lenders may approve from time to time in writing.  The
renewal or extension of any Letter of Credit shall be treated as the issuance of
a new Letter of Credit, except that delivery of a new LC Application shall be
required at the discretion of Issuing Bank.

     

    (c)    Borrowers
assume all risks of the acts, omissions or misuses of any Letter of Credit by
the beneficiary.  In connection with issuance of any Letter of Credit,
none of Agent, Issuing Bank or any Lender shall be responsible for the
existence, character, quality, quantity, condition, packing, value or delivery
of any goods purported to be represented by any Documents; any differences or
variation in the character, quality, quantity, condition, packing, value or
delivery of any goods from that expressed in any Documents; the form, validity,
sufficiency, accuracy, genuineness or legal effect of any Documents or of any
endorsements thereon; the time, place, manner or order in which shipment of
goods 

     

    


    
      
        
           


        

        
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    is made;
partial or incomplete shipment of, or failure to ship, any goods referred to in
a Letter of Credit or Documents; any deviation from instructions, delay, default
or fraud by any shipper or other Person in connection with any goods, shipment
or delivery; any breach of contract between a shipper or vendor and a Borrower;
errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or
otherwise; errors in interpretation of technical terms; the misapplication by a
beneficiary of any Letter of Credit or the proceeds thereof; or any consequences
arising from causes beyond the control of Issuing Bank, Agent or any Lender,
including any act or omission of a Governmental Authority.  The rights
and remedies of Issuing Bank under the Loan Documents shall be
cumulative.  Issuing Bank shall be fully subrogated to the rights and
remedies of each beneficiary whose claims against Borrowers are discharged with
proceeds of any Letter of Credit.

     

    (d)    In
connection with its administration of and enforcement of rights or remedies
under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to
act, and shall be fully protected in acting, upon any certification,
documentation or communication in whatever form believed by Issuing Bank, in
good faith, to be genuine and correct and to have been signed, sent or made by a
proper Person.  Issuing Bank may consult with and employ legal
counsel, accountants and other experts to advise it concerning its obligations,
rights and remedies, and shall be entitled to act upon, and shall be fully
protected in any action taken in good faith reliance upon, any advice given by
such experts.  Issuing Bank may employ agents and attorneys-in-fact in
connection with any matter relating to Letters of Credit or LC Documents, and
shall not be liable for the negligence or misconduct of agents and
attorneys-in-fact selected with reasonable care.

     

    (e)    All
Existing Letters of Credit shall be deemed to have been issued pursuant hereto,
and from and after the Closing Date shall be subject to and governed by the
terms and conditions hereof.

     

    (f)    Borrowers
may, upon one Business Day prior written notice to Agent and the Issuing Bank,
reallocate the standby Letter of Credit sublimit and commercial Letter of Credit
sublimit of the Letter of Credit Subline, provided that (i) no
Default or Event of Default shall have occurred and be continuing, (ii)
immediately after giving effect to any such reallocation, (A) total LC
Obligations do not exceed the Letter of Credit Subline, (B) total LC Obligations
with respect to standby Letters of Credit do not exceed the adjusted standby
Letter of Credit sublimit of the Letter of Credit Subline, (C) total LC
Obligations with respect to commercial Letters of Credit do not exceed the
adjusted commercial Letter of Credit sublimit of the Letter of Credit Subline
and (iii) in no event shall the aggregate sublimits under the Letter of Credit
Subline exceed $85,000,000.

     

    2.2.2.    Reimbursement;
Participations.

     

    (a)    If
Issuing Bank honors any request for payment under a Letter of Credit, Borrowers
shall pay to Issuing Bank, on the same day (“Reimbursement Date”),
the amount paid by Issuing Bank under such Letter of Credit, together with
interest at the interest rate for Base Rate Revolver Loans from the
Reimbursement Date until payment by Borrowers.  The obligation of
Borrowers to reimburse Issuing Bank for any payment made under a Letter of
Credit shall be absolute, unconditional, irrevocable, and joint and several, and
shall be paid without regard to any lack of validity or enforceability of any
Letter of Credit or the existence of any claim, setoff, defense or other right
that Borrowers may have at any time against the beneficiary.  Whether
or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed
to have requested a Borrowing of Base Rate Revolver Loans in an amount necessary
to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender
agrees to fund its Pro Rata share of such Borrowing whether or not the
Commitments have terminated, an Overadvance exists or is created thereby, or the
conditions in Section 6
are satisfied.

     

    


    
      
        
           


        

        
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    (b)    Upon
issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably
and unconditionally purchased from Issuing Bank, without recourse or warranty,
an undivided Pro Rata interest and participation in all LC Obligations relating
to the Letter of Credit.  If Issuing Bank makes any payment under a
Letter of Credit and Borrowers do not reimburse such payment on the
Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall
promptly (within one Business Day) and unconditionally pay to Agent, for the
benefit of Issuing Bank, such Lender’s Pro Rata share of such
payment.  Upon request by a Lender, Issuing Bank shall furnish copies
of any Letters of Credit and LC Documents in its possession at such
time.

     

    (c)    The
obligation of each Lender to make payments to Agent for the account of Issuing
Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be
absolute, unconditional and irrevocable, not subject to any counterclaim,
setoff, qualification or exception whatsoever, and shall be made in accordance
with this Agreement under all circumstances, irrespective of any lack of
validity or unenforceability of any Loan Documents; any draft, certificate or
other document presented under a Letter of Credit having been determined to be
forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect; or the existence of any
setoff or defense that any Obligor may have with respect to any
Obligations.  Issuing Bank does not assume any responsibility for any
failure or delay in performance or any breach by any Borrower or other Person of
any obligations under any LC Documents.  Issuing Bank does not make to
Lenders any express or implied warranty, representation or guaranty with respect
to the Collateral, LC Documents or any Obligor.  Issuing Bank shall
not be responsible to any Lender for any recitals, statements, information,
representations or warranties contained in, or for the execution, validity,
genuineness, effectiveness or enforceability of any LC Documents; the validity,
genuineness, enforceability, collectibility, value or sufficiency of any
Collateral or the perfection of any Lien therein; or the assets, liabilities,
financial condition, results of operations, business, creditworthiness or legal
status of any Obligor.

     

    (d)    No
Issuing Bank Indemnitee shall be liable to any Lender or other Person for any
action taken or omitted to be taken in connection with any LC Documents except
as a result of its actual gross negligence or willful
misconduct.  Issuing Bank shall not have any liability to any Lender
if Issuing Bank refrains from any action under any Letter of Credit or LC
Documents until it receives written instructions from Required
Lenders.

     

    2.2.3.    Cash
Collateral.  If any LC Obligations, whether or not then due or
payable, shall for any reason be outstanding at any time (a) that an Event of
Default exists, (b) that Availability is less than zero, (c) on or after the
Commitment Termination Date, or (d) within 20 Business Days prior to the
Revolver Termination Date, then Borrowers shall, at Issuing Bank’s or Agent’s
request, Cash Collateralize the stated amount of all outstanding Letters of
Credit and pay to Issuing Bank the amount of all other LC
Obligations.  If Borrowers fail to provide Cash Collateral as required
herein, Lenders may (and shall upon direction of Agent) advance, as Revolver
Loans, the amount of the Cash Collateral required (whether or not the
Commitments have terminated, an Overadvance exists or the conditions in Section 6 are
satisfied).

     

    2.3.    Increase in Revolving Credit
Facility. 

     

    2.3.1.    Request for
Increase.  Provided Borrowers have not voluntarily reduced the
Revolver Commitments under the Revolving Credit Facility pursuant to Section 2.1.4(b) prior to the
date of such request, then so long as there exists no Default and upon notice to
Agent (which shall promptly notify Lenders), Borrower Agent may from time to
time, request an increase in the Revolving Credit Facility by an amount (for all
such requests) not exceeding $50,000,000; provided that any
such request for an increase shall be in a minimum amount of
$10,000,000.  At the time of sending such notice, Borrower Agent (in
consultation with Agent) shall specify the time period within which each Lender
is 

     

    


    
      
        
           


        

        
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    requested
to respond (which shall in no event be less than ten (10) Business Days from the
date of delivery of such notice to Lenders).

     

    2.3.2.    Lender Elections to
Increase.  Each Lender shall have the right, but shall be under
no obligation, to participate in any requested increase in the Revolving Credit
Facility under this Section
2.3.  Each Lender shall notify Agent within the time period
specified in accordance with Section 2.3.1 whether or not
it agrees to increase its Revolver Commitment and, if so, whether by an amount
equal to, greater than, or less than its Pro Rata share of such requested
increase.  Any Lender not responding within such time period shall be
deemed to have declined to increase its Revolver Commitment.

     

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

     

    2.3.4.    Effective Date and
Allocations.  If the Revolving Credit Facility is increased in
accordance with this Section, Agent and Borrower Agent shall determine the
effective date (the "Revolver Increase Effective
Date") and the final allocation of such increase.  Agent shall
promptly notify Borrowers and Lenders of the final allocation of such increase
and the Revolver Increase Effective Date.  Upon the satisfaction of
the conditions precedent set forth in Section 2.3.5 on the proposed
Revolver Increase Effective Date and, with respect to any new Lenders
participating in the proposed increase, delivery to Agent of a joinder agreement
in form and substance satisfactory to Agent and its counsel and a processing fee
of $3,500 (unless otherwise agreed by Agent in its discretion), the Revolving
Credit Facility shall be so increased and the applicable Lenders, Agent and
Borrowers shall make appropriate arrangements for issuance of replacement and/or
new Notes, as applicable.

     

    2.3.5.    Conditions to Effectiveness
of Increase.  As a condition precedent to such increase,
Borrower Agent shall deliver to Agent a certificate of each Obligor dated as of
the Revolver Increase Effective Date signed by a Senior Officer of such Obligor
(a) certifying and attaching the resolutions adopted by such Obligor approving
or consenting to such increase, and (b) in the case of a Borrower, certifying
that, before and after giving effect to such increase, (i) the representations
and warranties contained in Section 9 and the other Loan
Documents are true and correct in all material respects on and as of the
Revolver Increase Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are
true and correct as of such earlier date, and except that for purposes of this
Section 2.3.5, the
representations and warranties contained in Section 9.1.8 shall be deemed
to refer to the most recent statements furnished pursuant to clauses (a), (b)
and (c), respectively, of Section 10.1.2, and (ii) no
Default exists.  Borrowers shall prepay any Revolver Loans outstanding
on the Revolver Increase Effective Date (and pay any additional amounts required
pursuant to Section 3.9)
to the extent necessary to keep the outstanding Revolver Loans ratable with any
revised change in the Pro Rata interests of Lenders arising from any nonratable
increase in the Revolver Commitments under this Section.

     

    2.3.6.    Conflicting
Provisions.  This Section shall supersede any provisions in
Section 12.5 or 14.1 to the
contrary.

     

    


    
      
        
           


        

        
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    SECTION
3.    INTEREST,
FEES AND CHARGES

     

    3.1.    Interest.

     

    3.1.1.    Rates and Payment of
Interest.

     

    (a)    The
Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in
effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at
LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii)
if any other Obligation (including, to the extent permitted by law, interest not
paid when due), at the Base Rate in effect from time to time, plus the
Applicable Margin for Base Rate Revolver Loans.  Interest shall accrue
from the date the Loan is advanced or the Obligation is incurred or payable,
until paid by Borrowers.  If a Loan is repaid on the same day made,
one day’s interest shall accrue.

     

    (b)    During an
Insolvency Proceeding with respect to any Borrower, or during any other Event of
Default if Agent or Required Lenders in their discretion so elect, Obligations
shall bear interest at the Default Rate (whether before or after any
judgment).  Each Borrower acknowledges that the cost and expense to
Agent and Lenders due to an Event of Default are difficult to ascertain and that
the Default Rate is a fair and reasonable estimate to compensate Agent and
Lenders for this.

     

    (c)    Interest
accrued on the Loans shall be due and payable in arrears, (i) on the first day
of each month and, for any LIBOR Loan, the last day of its Interest Period; (ii)
on any date of prepayment, with respect to the principal amount of Loans being
prepaid; and (iii) on the Commitment Termination Date.  Interest
accrued on any other Obligations shall be due and payable as provided in the
Loan Documents and, if no payment date is specified, shall be due and payable
on
demand.  Notwithstanding the foregoing, interest accrued at the
Default Rate shall be due and payable on demand.

     

    3.1.2.    Application of LIBOR to
Outstanding Loans.

     

    (a)    Borrowers
may on any Business Day, subject to delivery of a Notice of
Conversion/Continuation, elect to convert any portion of the Base Rate Loans to,
or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR
Loan.  During any Default or Event of Default, Agent may (and shall at
the direction of Required Lenders) declare that no Loan may be made, converted
or continued as a LIBOR Loan.  In addition, until Agent notifies
Borrowers that syndication of the credit facility hereunder is complete, no Loan
may be made as or converted into a LIBOR Loan.

     

    (b)    Whenever
Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent
shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m.
at least three Business Days before the requested conversion or continuation
date.  Promptly after receiving any such notice, Agent shall notify
each Lender thereof.  Each Notice of Conversion/Continuation shall be
irrevocable, and shall specify the amount of Loans to be converted or continued,
the conversion or continuation date (which shall be a Business Day), and the
duration of the Interest Period (which shall be deemed to be 30 days if not
specified).  If, upon the expiration of any Interest Period in respect
of any LIBOR Loans, Borrowers shall have failed to deliver a Notice of
Conversion/Continuation, they shall be deemed to have elected to convert such
Loans into Base Rate Loans.

     

    3.1.3.    Interest
Periods.  In connection with the making, conversion or
continuation of any LIBOR Loans, Borrowers shall select an interest period
(“Interest
Period”) to apply, which interest period shall be 30, 60, 90 or 180 days;
provided, however,
that:

     

    


    
      
        
           


        

        
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    (a)    the Interest
Period shall commence on the date the Loan is made or continued as, or converted
into, a LIBOR Loan, and shall expire on the numerically corresponding day in the
calendar month at its end;

     

    (b)    if any
Interest Period commences on a day for which there is no corresponding day in
the calendar month at its end or if such corresponding day falls after the last
Business Day of such month, then the Interest Period shall expire on the last
Business Day of such month; and if any Interest Period would expire on a day
that is not a Business Day, the period shall expire on the next Business Day;
and

     

    (c)    no
Interest Period shall extend beyond the Revolver Termination Date.

     

    3.1.4.    Interest Rate Not
Ascertainable.  If Agent shall determine that on any date for
determining LIBOR, due to any circumstance affecting the London interbank
market, adequate and fair means do not exist for ascertaining such rate on the
basis provided herein, then Agent shall immediately notify Borrowers of such
determination.  Until Agent notifies Borrowers that such circumstance
no longer exists, the obligation of Lenders to make LIBOR Loans shall be
suspended, and no further Loans may be converted into or continued as LIBOR
Loans.

     

    3.2.    Fees.

     

    3.2.1.    Unused Line
Fee.  Borrowers shall pay to Agent, for the Pro Rata benefit of
Lenders the Unused Line Fee, monthly in arrears, on the first day of each month
and on the Commitment Termination Date.

     

    3.2.2.    LC Facility
Fees.  Borrowers shall pay (a) to Agent, for the Pro Rata
benefit of Lenders, a fee equal to the Applicable Margin in effect for LIBOR
Revolver Loans times the average daily stated amount of Letters of Credit, which
fee shall be payable monthly in arrears, on the first day of each month; (b) to
Agent, for its own account, a fronting fee equal to 0.125% per annum on the
stated amount of each Letter of Credit, which fee shall be payable monthly in
arrears, on the first day of each month; and (c) to Issuing Bank, for its own
account, all customary charges associated with the issuance, amending,
negotiating, payment, processing, transfer and administration of Letters of
Credit, which charges shall be paid as and when incurred.  During any
period when the Default Rate is applicable pursuant to Section 3.1.1(b), the fee
payable under clause (a) shall be increased by 2% per annum.

     

    3.2.3.    Agent
Fees.  In consideration of Agent’s syndication of the
Commitments and service as Agent hereunder, Borrowers shall pay to Agent, for
its own account, the fees described in the Fee Letter.

     

    3.2.4.    Other
Fees.  Borrowers shall pay to Agent the fees described in the
Fee Letter.

     

    3.3.    Computation
of Interest, Fees, Yield Protection.  All interest, as
well as fees and other charges calculated on a per annum basis, shall be
computed for the actual days elapsed, based on a year of 360
days.  Each determination by Agent of any interest, fees or interest
rate hereunder shall be final, conclusive and binding for all purposes, absent
manifest error.  All fees shall be fully earned when due and shall not
be subject to rebate, refund or proration.  All fees payable under
Section 3.2 are
compensation for services and are not, and shall not be deemed to be, interest
or any other charge for the use, forbearance or detention of money.  A
certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.8, submitted to Borrower
Agent by Agent or the affected Lender, as applicable, shall be final, conclusive
and binding for all purposes, absent manifest error, and Borrowers shall pay
such amounts to the appropriate party within ten (10) days following receipt of
the certificate.

     

    


    
      
        
           


        

        
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    3.4.    Reimbursement
Obligations.  Borrowers shall
reimburse Agent for all Extraordinary Expenses.  Borrowers shall also
reimburse Agent for all reasonable legal, accounting, appraisal, consulting, and
other fees, costs and expenses incurred by it in connection with (a) negotiation
and preparation of any Loan Documents, including any amendment or other
modification thereof; (b) administration of and actions relating to any
Collateral, Loan Documents and transactions contemplated thereby, including any
actions taken to perfect or maintain priority of Agent’s Liens on any
Collateral, to maintain any insurance required hereunder or to verify
Collateral; and (c) subject to the limits of Section 10.1.1(b), each
inspection, audit or appraisal with respect to any Obligor or Collateral,
whether prepared by Agent’s personnel or a third party.  All legal,
accounting and consulting fees shall be charged to Borrowers by Agent’s
professionals at their full hourly rates, regardless of any reduced or
alternative fee billing arrangements that Agent, any Lender or any of their
Affiliates may have with such professionals with respect to this or any other
transaction.  If, for any reason (including inaccurate reporting on
financial statements or a Compliance Certificate), it is determined that a
higher Applicable Margin should have applied to a period than was actually
applied, then the proper margin shall be applied retroactively and Borrowers
shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount
equal to the difference between the amount of interest and fees that would have
accrued using the proper margin and the amount actually paid.  All
amounts payable by Borrowers under this Section shall be due on demand.

     

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

     

    3.6.    Inability
to Determine Rates.  If Required
Lenders notify Agent for any reason in connection with a request for a Borrowing
of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits
are not being offered to banks in the London interbank Eurodollar market for the
applicable amount and Interest Period of such Loan, (b) adequate and reasonable
means do not exist for determining LIBOR for the requested Interest Period, or
(c) LIBOR for the requested Interest Period does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, then Agent will promptly
so notify Borrower Agent and each Lender.  Thereafter, the obligation
of Lenders to make or maintain LIBOR Loans shall be suspended until Agent (upon
instruction by Required Lenders) revokes such notice.  Upon receipt of
such notice, Borrower Agent may revoke any pending request for a Borrowing of,
conversion to or continuation of a LIBOR Loan or, failing that, will be deemed
to have submitted a request for a Base Rate Loan.

     

    3.7.    Increased
Costs; Capital Adequacy.

     

    3.7.1.    Change in
Law.  If any Change in Law shall:

     

    (a)    impose
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit

     

    


    
      
        
           


        

        
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    extended
or participated in by, any Lender (except any reserve requirement reflected in
LIBOR) or Issuing Bank;

     

    (b)           subject
any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document,
Letter of Credit or participation in LC Obligations, or change the basis of
taxation of payments to such Lender or Issuing Bank in respect thereof (except
for Indemnified Taxes or Other Taxes covered by Section 5.8 and the imposition
of, or any change in the rate of, any Excluded Tax payable by such Lender or
Issuing Bank); or

     

    (c)           impose
on any Lender or Issuing Bank or the London interbank market any other
condition, cost or expense affecting any Loan, Loan Document, Letter of Credit
or participation in LC Obligations;

     

    and the
result thereof shall be to increase the cost to such Lender of making or
maintaining any LIBOR Loan (or of maintaining its obligation to make any such
Loan), or to increase the cost to such Lender or Issuing Bank of participating
in, issuing or maintaining any Letter of Credit (or of maintaining its
obligation to participate in or to issue any Letter of Credit), or to reduce the
amount of any sum received or receivable by such Lender or Issuing Bank
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or Issuing Bank, Borrowers will pay to such Lender or
Issuing Bank, as applicable, such additional amount or amounts as will
compensate such Lender or Issuing Bank, as applicable, for such additional costs
incurred or reduction suffered.

     

    3.7.2.              Capital
Adequacy.  If any Lender or Issuing Bank determines that any
Change in Law affecting such Lender or Issuing Bank or any Lending Office of
such Lender or such Lender’s or Issuing Bank’s holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s, Issuing Bank’s or holding company’s capital as a
consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments,
Loans, Letters of Credit or participations in LC Obligations, to a level below
that which such Lender, Issuing Bank or holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s
and holding company’s policies with respect to capital adequacy), then from time
to time Borrowers will pay to such Lender or Issuing Bank, as the case may be,
such additional amount or amounts as will compensate it or its holding company
for any such reduction suffered.

     

    3.7.3.              Compensation.  Failure
or delay on the part of any Lender or Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of its right to demand
such compensation, but Borrowers shall not be required to compensate a Lender or
Issuing Bank for any increased costs incurred or reductions suffered more than
nine months prior to the date that such Lender or Issuing Bank notifies Borrower
Agent of the Change in Law giving rise to such increased costs or reductions and
of such Lender’s or Issuing Bank’s intention to claim compensation therefor
(except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the nine-month period referred to above shall be
extended to include the period of retroactive effect thereof).

     

    3.8.           Mitigation.  If
any Lender gives a notice under Section 3.5 or requests
compensation under Section
3.7, or if Borrowers are required to pay additional amounts with respect
to a Lender under Section
5.8, then such Lender shall use reasonable efforts to designate a
different Lending Office or to assign its rights and obligations hereunder to
another of its offices, branches or Affiliates, if, in the judgment of such
Lender, such designation or assignment (a) would eliminate the need for such
notice or reduce amounts payable in the future, as applicable; and (b) in each
case, would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender.  Borrowers
agree to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

     

    


    
      
        
           


        

        
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    3.9.           Funding
Losses.  If for any reason
(a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not
occur on the date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn), (b) any repayment or
conversion of a LIBOR Loan occurs on a day other than the end of its Interest
Period, or (c) Borrowers fail to repay a LIBOR Loan when required hereunder,
then Borrowers shall pay to Agent its customary administrative charge and to
each Lender all losses and expenses that it sustains as a consequence thereof,
including loss of anticipated profits and any loss or expense arising from
liquidation or redeployment of funds or from fees payable to terminate deposits
of matching funds.  Lenders shall not be required to purchase Dollar
deposits in the London interbank market or any other offshore Dollar market to
fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if
each Lender had purchased such deposits to fund its LIBOR Loans.

     

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

     

    SECTION
4.    LOAN
ADMINISTRATION

     

    4.1.           Manner of
Borrowing and Funding Revolver Loans.

     

    4.1.1.              Notice of
Borrowing.

     

    (a)           Whenever
Borrowers desire funding of a Borrowing of Revolver Loans, Borrower Agent shall
give Agent a Notice of Borrowing.  Such notice must be received by
Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding
date, in the case of Base Rate Loans, and (ii) at least three Business Days
prior to the requested funding date, in the case of LIBOR
Loans.  Notices received after 11:00 a.m. shall be deemed received on
the next Business Day.  Each Notice of Borrowing shall be irrevocable
and shall specify (A) the amount of the Borrowing, (B) the requested funding
date (which must be a Business Day), (C) whether the Borrowing is to be made as
Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration
of the applicable Interest Period (which shall be deemed to be one month if not
specified).

     

    (b)           Unless
payment is otherwise timely made by Borrowers, the becoming due of any
Obligations (whether principal, interest, fees or other charges, including
Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt)
shall be deemed to be a request for Base Rate Revolver Loans on the due date, in
the amount of such Obligations.  The proceeds of such Revolver Loans
shall be disbursed as direct payment of the relevant Obligation.  In
addition, Agent may, at its option, charge such Obligations against any
operating, investment or other account of a Borrower maintained with Agent or
any of its Affiliates.

     

    (c)           If
a Borrower establishes a controlled disbursement account with Agent or any
Affiliate of Agent, then the presentation for payment of any check or other item
of payment drawn on such account at a time when there are insufficient funds to
cover it shall be deemed to be a request for Base Rate Revolver Loans on the
date of such presentation, in the amount of the check and items

     

    


    
      
        
           


        

        
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    presented
for payment.  The proceeds of such Revolver Loans may be disbursed
directly to the controlled disbursement account or other appropriate
account.

     

    4.1.2.              Fundings by
Lenders.  Each Lender shall timely honor its Revolver
Commitment by funding its Pro Rata share of each Borrowing of Revolver Loans
that is properly requested hereunder.  Except for Borrowings to be
made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice
of Borrowing (or deemed request for a Borrowing) by 12:00 noon on the proposed
funding date for Base Rate Loans or by 3:00 p.m. at least three Business Days
before any proposed funding of LIBOR Loans.  Each Lender shall fund to
Agent such Lender’s Pro Rata share of the Borrowing to the account specified by
Agent in immediately available funds not later than 2:00 p.m. on the requested
funding date, unless Agent’s notice is received after the times provided above,
in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next
Business Day.  Subject to its receipt of such amounts from Lenders,
Agent shall disburse the proceeds of the Revolver Loans as directed by Borrower
Agent.  Unless Agent shall have received (in sufficient time to act)
written notice from a Lender that it does not intend to fund its Pro Rata share
of a Borrowing, Agent may assume that such Lender has deposited or promptly will
deposit its share with Agent, and Agent may disburse a corresponding amount to
Borrowers.  If a Lender’s share of any Borrowing is not in fact
received by Agent, then Borrowers agree to repay to Agent on demand the amount of such
share, together with interest thereon from the date disbursed until repaid, at
the rate applicable to such Borrowing.

     

    4.1.3.              Swingline Loans;
Settlement.

     

    (a)    Agent may,
but shall not be obligated to, advance Swingline Loans to Borrowers, up to an
aggregate outstanding amount as of any date of determination equal to the
greater of (i) $10,000,000 and (ii) 10% of the aggregate Commitments as of such
date, unless the funding is specifically required to be made by all Lenders
hereunder.  Each Swingline Loan shall constitute a Revolver Loan for
all purposes, except that payments thereon shall be made to Agent for its own
account.  The obligation of Borrowers to repay Swingline Loans shall
be evidenced by the records of Agent and need not be evidenced by any promissory
note.

     

    (b)           To
facilitate administration of the Revolver Loans, Lenders and Agent agree (which
agreement is solely among them, and not for the benefit of or enforceable by any
Borrower) that settlement among them with respect to Swingline Loans and other
Revolver Loans may take place periodically on a date determined from time to
time by Agent, which shall occur at least once each week.  On each
settlement date, settlement shall be made with each Lender in accordance with
the Settlement Report delivered by Agent to Lenders.  Between
settlement dates, Agent may in its discretion apply payments on Revolver Loans
to Swingline Loans, regardless of any designation by a Borrower or any provision
herein to the contrary.  Each Lender's obligation to make settlements
with Agent is absolute and unconditional, without offset, counterclaim or other
defense, and whether or not the Commitments have terminated, an Overadvance
exists or the conditions in Section 6 are
satisfied.  If, due to an Insolvency Proceeding with respect to a
Borrower or otherwise, any Swingline Loan may not be settled among Lenders
hereunder, then each Lender shall be deemed to have purchased from Agent a Pro
Rata participation in each unpaid Swingline Loan and shall transfer the amount
of such participation to Agent, in immediately available funds, within one
Business Day after Agent's request therefor.

     

    4.1.4.    Notices.  Each
Borrower authorizes Agent and Lenders to extend, convert or continue Loans,
effect selections of interest rates, and transfer funds to or on behalf of
Borrowers based on telephonic or e-mailed instructions.  Borrowers
shall confirm each such request by prompt delivery to Agent of a Notice of
Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs
in any material respect from the action taken by Agent or Lenders, the records
of Agent and Lenders shall govern.  Neither Agent nor any Lender shall
have any liability for any loss suffered by a Borrower as a

     

    


    
      
        
           


        

        
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    result of
Agent or any Lender acting upon its understanding of telephonic or e-mailed
instructions from a person believed in good faith by Agent or any Lender to be a
person authorized to give such instructions on a Borrower’s behalf.

     

    4.2.           Defaulting
Lender.  If a Lender fails
to make any payment to Agent that is required hereunder, Agent may (but shall
not be required to), in its discretion, retain payments that would otherwise be
made to such defaulting Lender hereunder, apply the payments to such Lender’s
defaulted obligations or readvance the funds to Borrowers in accordance with
this Agreement.  The failure of any Lender to fund a Loan or to make a
payment in respect of a LC Obligation shall not relieve any
other Lender of its obligations hereunder, and no Lender shall be responsible
for default by another Lender.  Lenders and Agent agree (which
agreement is solely among them, and not for the benefit of or enforceable by any
Borrower) that, solely for purposes of determining a defaulting Lender’s right
to vote on matters relating to the Loan Documents and to share in payments, fees
and Collateral proceeds thereunder, a defaulting Lender shall not be deemed to
be a “Lender” until all its defaulted obligations have been cured.

     

    4.3.           Number
and Amount of LIBOR Loans; Determination of Rate.  For ease of
administration, all LIBOR Revolver Loans having the same length and beginning
date of their Interest Periods shall be aggregated together, and such Borrowings
shall be allocated among Lenders on a Pro Rata basis.  No more than
eight (8) Borrowings of LIBOR Loans may be outstanding at any time, and each
Borrowing of LIBOR Loans when made shall be in a minimum amount of $1,000,000,
or an increment of $100,000 in excess thereof.  Upon determining LIBOR
for any Interest Period requested by Borrowers, Agent shall promptly notify
Borrowers thereof by telephone or electronically and, if requested by Borrowers,
shall confirm any telephonic notice in writing.

     

    4.4.           Borrower
Agent.  Each Borrower
hereby designates CAM ("Borrower Agent") as
its representative and agent for all purposes under the Loan Documents,
including requests for Loans and Letters of Credit, designation of interest
rates, delivery or receipt of communications, preparation and delivery of
Borrowing Base and financial reports, receipt and payment of Obligations,
requests for waivers, amendments or other accommodations, actions under the Loan
Documents (including in respect of compliance with covenants), and all other
dealings with Agent, Issuing Bank or any Lender.  Borrower Agent
hereby accepts such appointment.  Agent and Lenders shall be entitled
to rely upon, and shall be fully protected in relying upon, any notice or
communication (including any notice of borrowing) delivered by Borrower Agent on
behalf of any Borrower.  Agent and Lenders may give any notice or
communication with a Borrower hereunder to Borrower Agent on behalf of such
Borrower.  Each of Agent, Issuing Bank and Lenders shall have the
right, in its discretion, to deal exclusively with Borrower Agent for any or all
purposes under the Loan Documents.  Each Borrower agrees that any
notice, election, communication, representation, agreement or undertaking made
on its behalf by Borrower Agent shall be binding upon and enforceable against
it.

     

    4.5.           One
Obligation.  The Loans, LC
Obligations and other Obligations shall constitute one general obligation of
Borrowers and (unless otherwise expressly provided in any Loan Document) shall
be secured by Agent’s Lien upon all Collateral; provided, however, that Agent
and each Lender shall be deemed to be a creditor of, and the holder of a
separate claim against, each Borrower to the extent of any Obligations, jointly
and severally owed by such Borrower.

     

    4.6.           Effect of
Termination.  On the Commitment
Termination Date, all Obligations shall be immediately due and payable, and any
Lender may terminate its and its Affiliates’ Bank Products (including, only with
the consent of Agent, any Cash Management Services).  All undertakings
of Obligors contained in the Loan Documents shall survive any termination, and
Agent shall retain its Liens in the Collateral and all of its rights and
remedies under the Loan Documents until Full Payment of the

     

    


    
      
        
           


        

        
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    Obligations.  Notwithstanding
Full Payment of the Obligations, Agent shall not be required to terminate its
Liens in any Collateral unless, with respect to any damages Agent may incur as a
result of the dishonor or return of Payment Items applied to Obligations, Agent
receives (a) a written agreement, executed by Borrowers and any Person whose
advances are used in whole or in part to satisfy the Obligations, indemnifying
Agent and Lenders from any such damages; or (b) such Cash Collateral as Agent,
in its discretion, deems necessary to protect against any such
damages.  The provisions of Sections 2.2, 3.4, 3.6, 3.7, 3.8,
3.9, 5.4, 5.8, 12,
14.2 and this Section, and the
obligation of each Obligor and Lender with respect to each indemnity given by it
in any Loan Document, shall survive Full Payment of the Obligations and any
release relating to this credit facility.

     

    SECTION
5.    PAYMENTS

     

    5.1.           General
Payment Provisions.  All payments of
Obligations shall be made in Dollars, without offset, counterclaim or defense of
any kind, free of (and without deduction for) any Taxes, and in immediately
available funds, not later than 12:00 noon on the due date.  Any
payment after such time shall be deemed made on the next Business
Day.  If any payment under the Loan Documents shall be stated to be
due on a day other than a Business Day, the due date shall be extended to the
next Business Day and such extension of time shall be included in any
computation of interest and fees.  Any payment of a LIBOR Loan prior
to the end of its Interest Period shall be accompanied by all amounts due under
Section
3.9.  Any prepayment of Loans shall be applied first to Base
Rate Loans and then to LIBOR Loans; provided, however, that as long
as no Event of Default exists, prepayments of LIBOR Loans may, at the option of
Borrowers and Agent, be held by Agent as Cash Collateral and applied to such
Loans at the end of their Interest Periods.

     

    5.2.           Repayment
of Revolver Loans.  Revolver Loans
shall be due and payable in full on the Revolver Termination Date, unless
payment is sooner required hereunder.  Revolver Loans may be prepaid
from time to time, without penalty or premium.  Notwithstanding
anything herein to the contrary, if an Overadvance exists, Borrowers shall, on
the sooner of Agent’s demand or the first Business Day after any Borrower has
knowledge thereof, repay the outstanding Revolver Loans in an amount sufficient
to reduce the principal balance of Revolver Loans to the Borrowing
Base.

     

    5.3.           Payment
of Other Obligations.  Obligations other
than Loans, including LC Obligations and Extraordinary Expenses, shall be paid
by Borrowers as provided in the Loan Documents or, if no payment date is
specified, on
demand.

     

    5.4.           Marshaling;
Payments Set Aside.  None of Agent or
Lenders shall be under any obligation to marshal any assets in favor of any
Obligor or against any Obligations.  If any payment by or on behalf of
Borrowers is made to Agent, Issuing Bank or any Lender, or Agent, Issuing Bank
or any Lender exercises a right of setoff, and such payment or the proceeds of
such setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by Agent, Issuing Bank or such Lender in its discretion)
to be repaid to a trustee, receiver or any other Person, then to the extent of
such recovery, the Obligation originally intended to be satisfied, and all
Liens, rights and remedies relating thereto, shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred.

     

    5.5.           Post-Default
Allocation of Payments.

     

    5.5.1.              Allocation.  Notwithstanding
anything herein to the contrary, during an Event of Default, monies to be
applied to the Obligations, whether arising from payments by Obligors,
realization on Collateral, setoff or otherwise, shall be allocated as
follows:

     

    


    
      
        
           


        

        
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    (a)           first, to all costs
and expenses, including Extraordinary Expenses, owing to Agent (excluding
amounts solely and exclusively related to Bank Products);

     

    (b)          
second, to all
amounts owing to Agent on Swingline Loans;

     

    (c)           third, to all amounts
owing to Issuing Bank on LC Obligations;

     

    (d)          
fourth, to all
Obligations constituting fees (excluding amounts relating to Bank 

    Products);

     

    (e)           fifth, to all
Obligations constituting interest (excluding amounts relating to Bank


    Products);

     

    (f)           sixth, to provide
Cash Collateral for outstanding Letters of Credit;

     

    (g)          seventh, to all other
Obligations, other than Bank Product Debt;

     

    (h)          eighth, to Bank
Product Debt; and

     

    (i)           
last, to all
Obligations constituting leases.

     

    Amounts
shall be applied to each category of Obligations set forth above until Full
Payment thereof and then to the next category.  If amounts are
insufficient to satisfy a category, they shall be applied on a pro rata basis
among the Obligations in the category.  For any Bank Product to be
included as an "Obligation" for purposes of a distribution under this Section 5.5.1, the applicable
Secured Party must have previously provided written notice to Agent of (i) the
existence of such Bank Product and (ii) the maximum dollar amount of obligations
arising thereunder (the “Bank Product
Amount”).  The Bank Product Amount may be changed from time to
time upon written notice to Agent by Secured Party.  No Bank Product
Amount may be established or increased at any time that a Default or Event of
Default exists, or if a reserve in such amount would cause an Overadvance;
provided however that, an increase in the value of the Bank Product Amount of
any Hedging Obligation already in existence at such time will still be
permitted.  Amounts distributed with respect to any Bank Product Debt
shall be the lesser of the applicable Bank Product Amount last reported to Agent
or the actual Bank Product Debt.  Agent shall have no obligation to
calculate the amount to be distributed with respect to any Bank Product Debt,
but may rely upon written notice of the amount (setting forth a reasonably
detailed calculation) from Secured Party.  In the absence of such
notice, Agent may assume the amount to be distributed is the Bank Product Amount
last reported to it.  The allocations set forth in this Section are
solely to determine the rights and priorities of Agent and Lenders as among
themselves, and may be changed by agreement among them without the consent of
any Obligor.  This Section is not for the benefit of or enforceable by
any Borrower.

     

    5.5.2.              Erroneous
Application.  Agent shall not be liable for any application of
amounts made by it in good faith and, if any such application is subsequently
determined to have been made in error, the sole recourse of any Lender or other
Person to which such amount should have been made shall be to recover the amount
from the Person that actually received it (and, if such amount was received by
any Lender, such Lender hereby agrees to return it).

     

    5.6.           Application
of Payments.  During the Trigger Period, the ledger balance in
the main Dominion Account as of the end of a Business Day shall be applied to
the Obligations at the beginning of the next Business Day.  If, as a
result of such application, a credit balance exists, the balance shall not
accrue interest in favor of Borrowers and shall be made available to Borrowers
as long as no Default or Event of Default exists.  Each Borrower
irrevocably waives the right to direct the application of any

     

    


    
      
        
           


        

        
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    payments
or Collateral proceeds, and agrees that Agent shall have the continuing,
exclusive right to apply and reapply same against the Obligations, in such
manner as Agent deems advisable, notwithstanding any entry by Agent in its
records. 

     

    5.7.           Loan
Account; Account Stated.

     

    5.7.1.              Loan
Account.  Agent shall maintain in accordance with its usual and
customary practices an account or accounts (“Loan Account”)
evidencing the Debt of Borrowers resulting from each Loan or issuance of a
Letter of Credit from time to time.  Any failure of Agent to record
anything in the Loan Account, or any error in doing so, shall not limit or
otherwise affect the obligation of Borrowers to pay any amount owing
hereunder.  Agent may maintain a single Loan Account in the name of
Borrower Agent, and each Borrower confirms that such arrangement shall have no
effect on the joint and several character of its liability for the
Obligations.

     

    5.7.2.              Entries
Binding.  Entries made in the Loan Account shall constitute
presumptive evidence of the information contained therein.  If any
information contained in the Loan Account is provided to or inspected by any
Person, then such information shall be conclusive and binding on such Person for
all purposes absent manifest error, except to the extent such Person notifies
Agent in writing within ninety (90) days after receipt or inspection that
specific information is subject to dispute.

     

    5.8.           Taxes.

     

    5.8.1.              Payments Free of
Taxes.  Any and all payments by any Obligor on account of any
Obligations shall be made free and clear of and without reduction or withholding
for any Indemnified Taxes or Other Taxes, provided that if an
Obligor shall be required by Applicable Law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (a) 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)
Agent, Lender or Issuing Bank, as the case may be, receives an amount equal to
the sum it would have received had no such deductions been made; (b) the Obligor
shall make such deductions; and (c) Borrowers shall timely pay the full amount
deducted to the relevant Governmental Authority in accordance with Applicable
Law.  Without limiting the foregoing, Borrowers shall timely pay all
Other Taxes to the relevant Governmental Authorities.

     

    5.8.2.              Payment.  Borrowers
shall indemnify, hold harmless and reimburse Agent, Lenders and Issuing Bank,
within ten (10) days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section 5.8) paid by Agent,
any Lender or Issuing Bank with respect to any Obligations, Letters of Credit or
Loan Documents, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to Borrower Agent by a Lender or Issuing Bank
(with a copy to Agent), or by Agent, shall be conclusive absent manifest
error.  As soon as practicable after any payment of Indemnified Taxes
or Other Taxes by a Borrower, Borrower Agent shall deliver to Agent a receipt
issued by the Governmental Authority evidencing such payment or other evidence
of payment satisfactory to Agent.

     

    5.9.           Foreign
Lenders.

     

    5.9.1.              Exemption.  Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which an Obligor is resident for tax
purposes, or any treaty to which such jurisdiction is a party, with respect to
payments under any Loan

     

    


    
      
        
           


        

        
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    Document
shall deliver to Agent and Borrower Agent, at the time or times prescribed by
Applicable Law or reasonably requested by Agent or Borrower Agent, such properly
completed and executed documentation prescribed by Applicable Law as will permit
such payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by Agent or
Borrower Agent, shall deliver such other documentation prescribed by Applicable
Law or reasonably requested by Agent or Borrower Agent as will enable Agent and
Borrower Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements.

     

    5.9.2.              Documentation.  Without
limiting the generality of the foregoing, if a Borrower is resident for tax
purposes in the United States, a Foreign Lender shall deliver to Agent and
Borrower Agent (in such number of copies as shall be requested by the recipient)
on or prior to the date on which such Foreign Lender becomes a Lender hereunder
(and from time to time thereafter upon the request of Agent or Borrower Agent,
but only if such Foreign Lender is legally entitled to do so), (a) duly
completed copies of IRS Form W-8BEN claiming eligibility for benefits of an
income tax treaty to which the United States is a party; (b) duly completed
copies of IRS Form W-8ECI; (c) in the case of a Foreign Lender claiming the
benefits of the exemption for portfolio interest under section 881(c) of the
Code, (i) a certificate to the effect that such Foreign Lender is not (A) a
“bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of any Obligor within the meaning of section 881(c)(3)(B) of the
Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code, and (ii) duly completed copies of IRS Form W-8BEN; or
(d) any other form prescribed by Applicable Law as a basis for claiming
exemption from or a reduction in United States federal withholding tax, duly
completed together with such supplementary documentation as may be prescribed by
Applicable Law to permit Borrowers to determine the withholding or deduction
required to be made.

     

    5.10.           Nature
and Extent of Each Borrower’s Liability.

     

    5.10.1.              Joint and Several
Liability.  Each Borrower agrees that it is jointly and
severally liable for, and absolutely and unconditionally guarantees to Agent and
Lenders the prompt payment and performance of, all Obligations and all
agreements under the Loan Documents.  Each Borrower agrees that its
guaranty obligations hereunder constitute a continuing guaranty of payment and
not of collection, that such obligations shall not be discharged until Full
Payment of the Obligations, and that such obligations are absolute and
unconditional, irrespective of (a) the genuineness, validity, regularity,
enforceability, subordination or any future modification of, or change in, any
Obligations or Loan Document, or any other document, instrument or agreement to
which any Obligor is or may become a party or be bound; (b) the absence of any
action to enforce this Agreement (including this Section) or any other Loan
Document, or any waiver, consent or indulgence of any kind by Agent or any
Lender with respect thereto; (c) the existence, value or condition of, or
failure to perfect a Lien or to preserve rights against, any security or
guaranty for the Obligations or any action, or the absence of any action, by
Agent or any Lender in respect thereof (including the release of any security or
guaranty); (d) the insolvency of any Obligor; (e) any election by Agent or any
Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of
the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower,
as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise;
(g) the disallowance of any claims of Agent or any Lender against any Obligor
for the repayment of any Obligations under Section 502 of the Bankruptcy Code or
otherwise; or (h) any other action or circumstances that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
except Full Payment of all Obligations.

     

     

    
      
        
        

      

      
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    5.10.2.     
Waivers.

     

    (a)           Each
Borrower expressly waives all rights that it may have now or in the future under
any statute, at common law, in equity or otherwise, to compel Agent or Lenders
to marshal assets or to proceed against any Obligor, other Person or security
for the payment or performance of any Obligations before, or as a condition to,
proceeding against such Borrower.  Each Borrower waives all defenses
available to a surety, guarantor or accommodation co-obligor other than Full
Payment of all Obligations.  It is agreed among each Borrower, Agent
and Lenders that the provisions of this Section 5.10 are of the
essence of the transaction contemplated by the Loan Documents and that, but for
such provisions, Agent and Lenders would decline to make Loans and issue Letters
of Credit.  Each Borrower acknowledges that its guaranty pursuant to
this Section is necessary to the conduct and promotion of its business, and can
be expected to benefit such business.

     

    (b)           Agent
and Lenders may, in their discretion, pursue such rights and remedies as they
deem appropriate, including realization upon Collateral or any Real Estate by
judicial foreclosure or non-judicial sale or enforcement, without affecting any
rights and remedies under this Section 5.10.  If,
in taking any action in connection with the exercise of any rights or remedies,
Agent or any Lender shall forfeit any other rights or remedies, including the
right to enter a deficiency judgment against any Borrower or other Person,
whether because of any Applicable Laws pertaining to “election of remedies” or
otherwise, each Borrower consents to such action and waives any claim based upon
it, even if the action may result in loss of any rights of subrogation that any
Borrower might otherwise have had.  Any election of remedies that
results in denial or impairment of the right of Agent or any Lender to seek a
deficiency judgment against any Borrower shall not impair any other Obligor’s
obligation to pay the full amount of the Obligations.  Each Borrower
waives all rights and defenses arising out of an election of remedies, such as
nonjudicial foreclosure with respect to any security for the Obligations, even
though that election of remedies destroys such Borrower’s rights of subrogation
against any other Person.  Agent may bid all or a portion of the
Obligations at any foreclosure or trustee’s sale or at any private sale, and the
amount of such bid need not be paid by Agent but shall be credited against the
Obligations.  The amount of the successful bid at any such sale,
whether Agent or any other Person is the successful bidder, shall be
conclusively deemed to be the fair market value of the Collateral, and the
difference between such bid amount and the remaining balance of the Obligations
shall be conclusively deemed to be the amount of the Obligations guaranteed
under this Section 5.10,
notwithstanding that any present or future law or court decision may have the
effect of reducing the amount of any deficiency claim to which Agent or any
Lender might otherwise be entitled but for such bidding at any such
sale.

     

    5.10.3.              Extent of Liability;
Contribution.  (1)  Notwithstanding anything herein
to the contrary, each Borrower’s liability under this Section 5.10 shall be
limited to the greater of all amounts for which such Borrower is primarily
liable, as described below, and such Borrower's Allocable Amount.

     

    (b)           If
any Borrower makes a payment under this Section 5.10 of any
Obligations (other than amounts for which such Borrower is primarily liable) (a
"Guarantor
Payment") that, taking into account all other Guarantor Payments
previously or concurrently made by any other Borrower, exceeds the amount that
such Borrower would otherwise have paid if each Borrower had paid the aggregate
Obligations satisfied by such Guarantor Payments in the same proportion that
such Borrower’s Allocable Amount bore to the total Allocable Amounts of all
Borrowers, then such Borrower shall be entitled to receive contribution and
indemnification payments from, and to be reimbursed by, each other Borrower for
the amount of such excess, pro rata based upon their respective Allocable
Amounts in effect immediately prior to such Guarantor Payment.  The
"Allocable Amount" for any Borrower shall be the maximum amount that could then
be recovered from such Borrower under this Section 5.10 without rendering
such payment voidable under Section 548 of the Bankruptcy Code or under any
applicable state fraudulent transfer or conveyance act, or similar statute or
common law.

     

    


    
      
        
           


        

        
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    (c)           Nothing
contained in this Section
5.10 shall limit the liability of any Borrower to pay Loans made directly
or indirectly to that Borrower (including Loans advanced to any other Borrower
and then re-loaned or otherwise transferred to, or for the benefit of, such
Borrower), LC Obligations relating to Letters of Credit issued to support such
Borrower’s business, and all accrued interest, fees, expenses and other related
Obligations with respect thereto, for which such Borrower shall be primarily
liable for all purposes hereunder.  Agent and Lenders shall have the
right, at any time in their discretion, to condition Loans and Letters of Credit
upon a separate calculation of borrowing availability for each Borrower and to
restrict the disbursement and use of such Loans and Letters of Credit to such
Borrower.

     

    5.10.4.              Joint
Enterprise.  Each Borrower has requested that Agent and Lenders
make the Revolving Credit Facility available to Borrowers on a combined basis,
in order to finance Borrowers' business most efficiently and
economically.  Borrowers' business is a mutual and collective
enterprise, and Borrowers believe that consolidation of their credit facility
will enhance the borrowing power of each Borrower and ease the administration of
their relationship with Lenders, all to the mutual advantage of
Borrowers.  Borrowers acknowledge and agree that Agent's and Lenders'
willingness to extend credit to Borrowers and to administer the Collateral on a
combined basis, as set forth herein, is done solely as an accommodation to
Borrowers and at Borrowers' request.

     

    5.10.5.              Subordination.  Each
Borrower hereby subordinates any claims, including any rights at law or in
equity to payment, subrogation, reimbursement, exoneration, contribution,
indemnification or set off, that it may have at any time against any other
Obligor, howsoever arising, to the Full Payment of all Obligations.

     

    SECTION
6.    CONDITIONS
PRECEDENT

     

    6.1.           Conditions
Precedent to Initial Loans.  In addition to
the conditions set forth in Section 6.2, Lenders shall not
be required to fund any requested Revolver Loan, issue any Letter of Credit, or
otherwise extend credit to Borrowers under the Revolver Commitment hereunder,
until the date (“Closing Date”) that
each of the following conditions has been satisfied:

     

    (a)           Notes
shall have been executed by Borrowers and delivered to each Lender that requests
issuance of a Note.  Each other Loan Document shall have been duly
executed and delivered to Agent by each of the signatories thereto, and each
Obligor shall be in compliance with all terms thereof, including (i) a duly
executed Pledge Agreement, along with certificates representing the Pledged
Collateral referred to therein accompanied by undated stock powers executed in
blank, together with any other documents necessary to create and perfect the
security in Equity Interests of the Obligors to the extent required under Section 7.1, (ii) a duly
executed Trademark Security Agreement, together with evidence that all actions
that Agent may deem necessary or desirable in order to perfect and protect the
first priority liens and security interests created thereunder has been taken,
including without limitation, filing and recording of such security interests
with the appropriate Governmental Authorities, and (iii) a duly executed Release
and Termination Agreement.

     

    (b)           Agent
shall have received the duly executed Parent Guaranty.

     

    (c)           Agent
shall have received acknowledgments of all filings or recordations necessary to
perfect its Liens in the Collateral, as well as UCC and Lien searches and other
evidence satisfactory to Agent that such Liens are the only Liens upon the
Collateral, except Permitted Liens.

     

    (d)           Agent
shall have received certificates and instruments evidencing the Pledged
Collateral existing on the Closing Date accompanied by an undated instrument of
assignment executed in blank by the applicable Obligor.

     

    


    
      
        
           


        

        
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    (e)           Agent
shall have received duly executed agreements establishing each Dominion Account
and related lockbox, in form and substance, and with financial institutions,
satisfactory to Agent.

     

    (f)           Agent
shall have received a certificate, in form and substance satisfactory to it,
from a knowledgeable Senior Officer of each Borrower certifying that, after
giving effect to the initial Loans and transactions hereunder, as of the Closing
Date (i) the Obligors taken as a whole on a consolidated basis are Solvent; (ii)
no Default or Event of Default exists; (iii) the representations and warranties
set forth in Section 9
are true and correct; and (iv) each Obligor has complied with all agreements and
conditions to be satisfied by it under the Loan Documents as of the Closing Date
(unless waived by Agent).

     

    (g)           Agent
shall have received a certificate of a duly authorized officer of each Obligor,
certifying (i) that attached copies of such Obligor’s Organic Documents are true
and complete, and in full force and effect, without amendment except as shown;
(ii) that an attached copy of resolutions authorizing execution and delivery of
the Loan Documents is true and complete, and that such resolutions are in full
force and effect, were duly adopted, have not been amended, modified or revoked,
and constitute all resolutions adopted with respect to this credit facility; and
(iii) to the title, name and signature of each Person authorized to sign the
Loan Documents.  Agent may conclusively rely on this certificate until
it is otherwise notified by the applicable Obligor in writing.

     

    (h)           Agent
shall have received a written opinion of Scudder Law Firm, P.C., L.L.O., as well
as any local counsel to Obligors, in form and substance reasonably satisfactory
to Agent.

     

    (i)           Agent
shall have received copies of the charter documents of each Obligor, certified
by the Secretary of State or other appropriate official of such Obligor’s
jurisdiction of organization.  Agent shall have received good standing
certificates for each Obligor, issued by the Secretary of State or other
appropriate official of such Obligor’s jurisdiction of organization and each
jurisdiction where such Obligor’s conduct of business or ownership of Property
necessitates qualification.

     

    (j)           Agent
shall have received true and certified copies of insurance policies or
certificates of insurance, as Agent shall request, for each of the insurance
policies required to be carried by Obligors in accordance with the Loan
Documents.

     

    (k)           To
the extent not previously received, Agent shall have received (i) the audited
consolidated balance sheet of Parent and Subsidiaries for the Fiscal Year ended
December 31, 2007, and the related consolidated statements of income or
operations, shareholder’s equity and cash flows for such Fiscal Year, including
the notes thereto, (ii) unaudited consolidated financial statements of Parent
and Subsidiaries dated as of the last day of the most recently completed
month-end for which financial statements are available and
the related consolidated financial statements of income or operations,
shareholders’ equity and cash flows for the month ending on such date, prepared
by management of the Obligors consistent with past practices, and (iii)
projections of Parent and the other Obligors, evidencing Borrowers’ ability to
comply with the financial covenant set forth in Section 10.3.

     

    (l)           No
Material Adverse Effect shall have occurred.

     

    (m)          Agent
shall have completed its business, financial and legal due diligence of
Obligors, including a roll-forward of its previous field examination, with
results satisfactory to Agent.

     

    (n)           Agent
shall have received an appraisal of all Eligible Revenue Equipment, in form and
substance satisfactory to Agent.

     

    


    
      
        
           


        

        
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    (o)           Borrowers
shall have paid all fees and expenses to be paid to Agent and Lenders on the
Closing Date.

     

    (p)           Agent
shall have received a Borrowing Base Certificate prepared as of September 22,
2008.  After giving effect to the initial funding of Loans and
issuance of Letters of Credit, and the payment by Borrowers of all fees and
expenses incurred in connection herewith as well as any payables stretched
beyond their customary payment practices, Availability shall be at least
$20,000,000 on the Closing Date (after giving effect to the Availability Block
and all other reserves).

     

    (q)           Agent
shall be satisfied with the capital structure and Debt of Borrowers and the
other Obligors as of the Closing Date and Agent shall have received satisfactory
evidence that Borrowers are adequately capitalized, that the fair saleable value
of Borrowers’ assets will exceed its liabilities on the Closing Date, and that
Borrowers will have sufficient working capital to pay its Debts as they become
due.

     

    (r)           No
action, suit, investigation, litigation or proceeding shall be pending or
threatened in writing in any court or before any arbitrator or governmental
instrumentality that in Agent’s reasonable business judgment could reasonably be
expected to have a Material Adverse Effect.

    


    (s)           To
the extent not already provided to Agent, Borrowers shall have provided all
documentation and other information required by bank regulatory authorities
under applicable “know your customer” and anti-money laundering rules and
regulations, including, without limitation, the U.S.A. Patriot Act, to the
extent such information is requested at least ten (10) Business Days prior to
the Closing Date.

    


    (t)           Agent
shall not have become aware of any material information or other matter not
previously known to Agent that in its good faith, reasonable determination is
inconsistent in a material and adverse manner with any previous due diligence,
information or matter known to Agent, which material information or other matter
not previously known to Agent is reasonably likely to have a Material Adverse
Effect.

    


    (u)           Agent
shall have received and delivered to the title company for recording in the
applicable recording jurisdiction Mortgages for all Eligible Real
Estate.

     

    (v)           Agent
shall have received the Real Estate Related Documents for all Eligible Real
Estate.

     

    6.2.           Conditions
Precedent to All Credit Extensions.  Agent, Issuing Bank and
Lenders shall not be required to fund any Loans, arrange for issuance of any
Letters of Credit or grant any other accommodation to or for the benefit of
Borrowers, unless the following conditions are satisfied:

     

    (a)           No
Default or Event of Default shall exist at the time of, or result from, such
funding, issuance or grant;

     

    (b)           The
representations and warranties of each Obligor in the Loan Documents shall be
true and correct on the date of, and upon giving effect to, such funding,
issuance or grant (except for representations and warranties that expressly
relate to an earlier date);

     

    (c)           All
conditions precedent in any other Loan Document shall be satisfied;

     

    


    
      
        
           


        

        
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    (d)           No
event shall have occurred or circumstance exist that has or could reasonably be
expected to have a Material Adverse Effect; and

     

    (e)           With
respect to issuance of a Letter of Credit, the LC Conditions shall be
satisfied.

     

    Each
request (or deemed request) by Borrowers for funding of a Loan, issuance of a
Letter of Credit or grant of an accommodation shall constitute a representation
by Borrowers that the foregoing conditions are satisfied on the date of such
request and on the date of such funding, issuance or grant.  As an
additional condition to any funding, issuance or grant, Agent shall have
received such other information, documents, instruments and agreements as it
deems appropriate in connection therewith.

     

    6.3.           Limited
Waiver of Conditions Precedent.  If Agent, Issuing
Bank or Lenders fund any Loans, arrange for issuance of any Letters of Credit or
grant any other accommodation when any conditions precedent are not satisfied
(regardless of whether the lack of satisfaction was known or unknown at the
time), it shall not operate as a waiver of (a) the right of Agent, Issuing Bank
and Lenders to insist upon satisfaction of all conditions precedent with respect
to any subsequent funding, issuance or grant; nor (b) any Default or Event of
Default due to such failure of conditions or otherwise.

     

    SECTION
7.    COLLATERAL

     

    7.1.           Grant of
Security Interest.  To secure the
prompt payment and performance of all Obligations, each Obligor hereby grants to
Agent, for the benefit of Secured Parties, a continuing security interest in and
Lien upon all Property (other than Excluded Assets) of such Obligor, including
all of the following Property, whether now owned or hereafter acquired, and
wherever located:

     

    (a)           all
Accounts;

     

    (b)           all
Chattel Paper, including electronic chattel paper;

     

    (c)           all
Commercial Tort Claims;

     

    (d)           all
Deposit Accounts;

     

    (e)           all
Documents;

     

    (f)           all
General Intangibles, including Intellectual Property;

     

    (g)           all
Goods, including Inventory, Equipment and fixtures;

     

    (h)           all
Instruments;

     

    (i)           
all Investment Property;

     

    (j)           
all Letter-of-Credit Rights;

     

    (k)           all
Supporting Obligations;

     

    (l)           
all cash and other monies, whether or not in the possession or under the control
of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any
Cash Collateral;

     

    


    
      
        
           


        

        
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    (m)           all
accessions to, substitutions for, and all replacements, products, and cash and
non-cash proceeds of the foregoing, including proceeds of and unearned premiums
with respect to insurance policies, and claims against any Person for loss,
damage or destruction of any Collateral; and

     

    (n)           all
books and records (including customer lists, files, correspondence, tapes,
computer programs, print-outs and computer records) pertaining to the
foregoing.

     

    7.2.           Lien on
Deposit Accounts; Cash Collateral.

     

    7.2.1.              Deposit
Accounts.

     

           (a)    To further
secure the prompt payment and performance of all Obligations, each Obligor
hereby grants to Agent, for the benefit of Secured Parties, a continuing
security interest in and Lien upon all amounts credited to any Deposit Account
of such Obligor, including any sums in any blocked or lockbox accounts or in any
accounts into which such sums are swept.

     

          
(b)           Until Agent
notifies Borrower Agent to the contrary, the Obligors shall make collection of
all Accounts and other Collateral for Agent, shall receive all payments as
Agent’s trustee, and shall immediately deliver all payments in their original
form duly endorsed in blank into one or more Approved Deposit Accounts
established in the name of such Obligor.  None of the Obligors shall
make any material change in their cash management practices, including any
change that would cause cash or other amounts to be held other than in an
Approved Deposit Account.

     

          
(c)           Each
Obligor authorizes and directs each bank or other depository, during any Trigger
Period, to deliver to Agent, on a daily basis, all balances in each Deposit
Account maintained by Borrowers with such depository to the Dominion Account, or
such other account as Agent shall direct in writing, for application to the
Obligations then outstanding.  Each Borrower irrevocably appoints
Agent as such Borrower’s attorney-in-fact to collect such balances to the extent
any such delivery is not so made.

     

    7.2.2.              Cash
Collateral.  Any Cash Collateral may be invested, at Agent’s
discretion, in Cash Equivalents, but Agent shall have no duty to do so,
regardless of any agreement or course of dealing with any Obligor, and shall
have no responsibility for any investment or loss.  Each Obligor
hereby grants to Agent, for the benefit of Secured Parties, a security interest
in all Cash Collateral held from time to time and all proceeds thereof, as
security for the Obligations, whether such Cash Collateral is held in a Cash
Collateral Account or elsewhere.  Agent may apply Cash Collateral to
the payment of any Obligations, in such order as Agent may elect, as they become
due and payable.  Each Cash Collateral Account and all Cash Collateral
shall be under the sole dominion and control of Agent.  No Obligor or
any other Person claiming through or on behalf of any Obligor shall have any
right to any Cash Collateral, until Full Payment of all
Obligations.

     

    7.3.           Real
Estate Collateral.  The Obligations
shall also be secured by Mortgages upon all Eligible Real Estate described on
Schedule
7.3.  The Mortgages shall be duly recorded, at Borrowers’
expense, in each office where such recording is required to constitute a fully
perfected Lien on the Real Estate covered thereby.  If any Obligor
acquires Real Estate hereafter, such Obligor shall, within 60 days of such
acquisition, (i) obtain Collateral Refinancing Debt for such Real Estate as
permitted hereunder, or (ii) execute, deliver and record a Mortgage sufficient
to create a first priority Lien in favor of Agent on such Real Estate, and
deliver all Real Estate Related Documents related to such Real
Estate.

     

    


    
      
        
           


        

        
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7.4.           Other
Collateral.

     

    7.4.1.              Commercial Tort
Claims.  Each Obligor shall promptly notify Agent in writing if
it has a Commercial Tort Claim (other than, as long as no Default or Event of
Default exists, a Commercial Tort Claim for less than $100,000) and, upon
Agent's request, shall promptly take such actions as Agent deems appropriate to
confer upon Agent (for the benefit of Secured Parties) a duly perfected, first
priority Lien upon such claim.

     

    7.4.2.              Intellectual
Property.  Concurrently with the delivery of the financial
statements pursuant to Section
10.1.2(b), each Obligor shall notify Agent in writing if it has obtained
additional ownership interests in any Registered Intellectual Property during
the period then ended that has not become a part of the Collateral as of such
date.  Each Obligor authorizes Agent to the make the filings referred
to in Section 7.6 with
respect to such new Intellectual Property and agrees to take such actions as
Agent reasonably deems appropriate or necessary to confer upon Agent (for the
benefit of Secured Parties) a duly perfected Lien upon such Registered
Intellectual Property subject only to Permitted Liens.

     

    7.4.3.              Certain After-Acquired
Collateral.  Obligors shall promptly notify Agent in writing
if, after the Closing Date, any Obligor obtains any interest in any Collateral
consisting of (a) Chattel Paper, Documents, Instruments, Investment Property and
Letter-of-Credit Rights with a value in excess of $500,000, or (b) consisting of
any Deposit Accounts, Securities Account or other Investment Property and, upon
Agent’s request, shall promptly take such actions as Agent deems appropriate to
effect Agent’s duly perfected, first priority Lien upon such Collateral,
including obtaining any appropriate possession, control agreement or Lien
Waiver.  If any Collateral is in the possession of a third party, at
Agent’s request, Obligors shall obtain an acknowledgment that such third party
holds the Collateral for the benefit of Agent.

     

    7.5.           No
Assumption of Liability.  The Lien on
Collateral granted hereunder is given as security only and shall not subject
Agent or any Lender to, or in any way modify, any obligation or liability of
Obligors relating to any Collateral.  Notwithstanding anything herein
to the contrary, (a) each Obligor shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Agreement had not been executed and (b) the exercise by Agent of any of the
rights hereunder shall not release  such Obligor from any of its
duties or obligations under the contracts and agreements included in the
Collateral.

     

    7.6.           Filing
Authorization.  Each Obligor
authorizes Agent to file any financing statement in any relevant jurisdiction
that indicates the Collateral, and ratifies any action taken by Agent before the
Closing Date to effect or perfect its Lien on any Collateral.  In
addition, each Obligor authorizes Agent to file with the United States Patent
and Trademark Office or United States Copyright Office or Canadian Intellectual
Property Office (or any successor or similar foreign office) the Copyright
Security Agreement, the Patent Security Agreement, the Trademark Security
Agreement, and such other documents as may be reasonably necessary for the
purpose of perfecting, confirming, continuing, enforcing or protecting the Lien
granted by each Obligor, without the signature of any Obligor (to the extent not
required by any applicable filing office), and naming any Obligor or the
Obligors as debtors and Agent as secured party.

     

    7.7.           Foreign
Subsidiary Stock.  Notwithstanding
Section 7.1, the
Collateral shall include only 65% of the voting stock of any Foreign
Subsidiary.

     

    7.8.           Further
Assurances.  Promptly upon
request, Obligors shall deliver such instruments, assignments, title
certificates, or other documents or agreements, and shall take such actions, as
Agent

     

    


    
      
        
           


        

        
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    deems
appropriate under Applicable Law to evidence or perfect its Lien on any
Collateral, or otherwise to give effect to the intent of this
Agreement.  

     

    7.9.           No
Further Actions.  Except for the filings and agreements
referred to in Section
7.6, no consent, authorization, approval or other action by, and no
notice of filing with, any Governmental Authority or other Person that has not
been received, taken or made is required (i) for the grant by each Obligor of
the security interest and Lien granted hereby or under any other Security
Documents to the extent a security interest can be granted in such Collateral
under the UCC or other Applicable Law, (ii) for the perfection and maintenance
of the security interest and Lien hereunder or under any other Security
Documents to the extent such security interest may be perfected by such filings
referred to in Section
7.6, or (iii) for the exercise by Secured Parties of the rights or the
remedies in respect of the Collateral pursuant to this Agreement.

     

    7.10.           Cooperation.  Each
Obligor agrees, after the occurrence and during the continuance of an Event of
Default, to take any actions that Agent may reasonably request in order to
enable Secured Parties to obtain and enjoy the full rights and benefits granted
to them by this Agreement and the other Loan Documents.  Each Obligor
further consents to the transfer of control or assignment of all or any portion
of the Collateral to a receiver, interim receiver, receiver-manager, trustee,
transferee, or similar official or to any purchaser of the Collateral pursuant
to any public or private sale, judicial sale, foreclosure or exercise of other
remedies available to Secured Parties as permitted by the Loan Documents,
Applicable Law or otherwise.

     

    SECTION
8.    COLLATERAL
ADMINISTRATION

     

    8.1.           Borrowing
Base Certificates.  On or before the
close of business on Tuesday of each week, Borrowers shall deliver to Agent (and
Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate
prepared as of the close of business for the preceding Friday, and at such other
times as Agent may request.  All calculations of Availability in any
Borrowing Base Certificate shall originally be made by Borrowers and certified
by a Senior Officer, provided that Agent may from time to time review and adjust
any such calculation (a) to reflect its reasonable estimate of declines in value
of any Collateral, due to collections received in the Dominion Account or
otherwise; (b) to adjust advance rates to reflect changes in dilution, quality,
mix and other factors affecting Collateral; and (c) to the extent the
calculation is not made in accordance with this Agreement or does not accurately
reflect the Availability Reserve or to otherwise reflect changes in the
Availability Reserve.

     

    8.2.           Administration
of Accounts.

     

    8.2.1.              Records and Schedules of
Accounts.  Each Borrower shall submit to Agent, on or before
each Tuesday of each week (or more frequently as requested by Agent), accurate
and complete records of its Accounts as of the end of the preceding week,
including all payments and collections thereon, and shall submit to Agent a
summary aged trial balance and sales, collection, reconciliation and other
reports in form satisfactory to Agent, on such periodic basis as Agent may
request.  To the extent Agent has so requested, each Borrower shall
also provide to Agent, on or before the 15th day of each month (or more
frequently as Agent may request), a detailed aged trial balance of all Accounts
as of the end of the preceding month, specifying each Account’s Account Debtor
name and address, amount, invoice date and due date, showing any discount,
allowance, credit, authorized return or dispute, and including such proof of
delivery, copies of invoices and invoice registers, copies of related documents,
repayment histories, status reports and other information as Agent may
reasonably request.  If Accounts in an aggregate face amount of
$100,000 or more cease to be Eligible Accounts, Borrowers shall notify Agent of
such occurrence promptly (and in any event within one Business Day) after any
Borrower has knowledge thereof.

     

    


    
      
        
           


        

        
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    8.2.2.              Taxes.  If
an Account of any Borrower includes a charge for any Taxes, Agent is authorized,
in its discretion, to pay the amount thereof to the proper taxing authority for
the account of such Borrower and to charge Borrowers therefor; provided, however, that neither
Agent nor Lenders shall be liable for any Taxes that may be due from Borrowers
or with respect to any Collateral.

     

    8.2.3.              Account
Verification.  Whether or not a Default or Event of Default
exists, Agent shall have the right at any time, in the name of Agent, any
designee of Agent or any Borrower, to verify the validity, amount or any other
matter relating to any Accounts of Borrowers by mail, telephone or otherwise;
provided, however, if no
Default or Event of Default shall exist that Agent shall first notify Borrower
Agent of its intent (if any) to contact any of Borrower’s customers and shall
afford Borrower Agent the opportunity to participate with Agent in any
communications with Borrower’s customers.  Borrowers shall cooperate
fully with Agent in an effort to facilitate and promptly conclude any such
verification process.

     

    8.2.4.              Maintenance of Payment
Account.  Borrowers shall at all times maintain the Dominion
Account pursuant to arrangements acceptable to Agent.  Neither Agent
nor Lenders assume any responsibility to Borrowers for any lockbox arrangement
or Dominion Account, including any claim of accord and satisfaction or release
with respect to any Payment Items accepted by any bank.

     

    8.2.5.              Proceeds of
Collateral.  Borrowers shall request in writing and otherwise
take all necessary steps to ensure that all payments on Accounts or otherwise
relating to Collateral are made directly to an Approved Deposit Account or a
Dominion Account (or a lockbox relating to an Approved Deposit Account or a
Dominion Account).  If any Obligor or Subsidiary receives cash or
Payment Items with respect to any Collateral, it shall hold same in trust for
Agent and promptly (not later than the next Business Day) deposit same into an
Approved Deposit Account or a Dominion Account.

     

    8.3.           Administration
of Inventory.

     

    8.3.1.              Records and Reports of
Inventory.  Each Borrower shall keep accurate and complete
records of its Inventory, including costs and daily withdrawals and additions,
and shall submit to Agent inventory and reconciliation reports in form
satisfactory to Agent, on such periodic basis as Agent may request.

     

    8.3.2.              Acquisition, Sale and
Maintenance.  No Borrower shall acquire or accept any Inventory
on consignment or approval, and shall take all steps to assure that all
Inventory is produced in accordance with Applicable Law, including the
FLSA.  No Borrower shall sell any Inventory on consignment or approval
or any other basis under which the customer may return or require a Borrower to
repurchase such Inventory.  Borrowers shall use, store and maintain
all Inventory with reasonable care and caution, in accordance with applicable
standards of any insurance and in conformity with all Applicable Law, and shall
make current rent payments (within applicable grace periods provided for in
leases) at all locations where any Collateral is located.

     

    8.4.           Administration
of Equipment.

     

    8.4.1.              Records and Schedules of
Equipment.  Each Borrower shall keep accurate and complete
records of its Equipment, including kind, quality, quantity, cost, acquisitions
and dispositions thereof, and shall submit to Agent, on a monthly basis with the
financial reports required under Section 10.1.2(b) or
10.1.2(c), or on such other periodic basis as Agent may request, a
current schedule thereof, in form satisfactory to Agent, including, without
limitation, all such information with respect to Equipment included in the
Borrowing Base.  Promptly upon request, each Borrower shall deliver to
Agent evidence of its ownership or interests in any Equipment.

     

    


    
      
        
           


        

        
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    8.4.2.              Dispositions and Refinancing
of Equipment.  No Borrower shall sell, lease or otherwise
dispose of, or refinance any Equipment constituting a portion of the Collateral,
without the prior written consent of Agent, other than (a) a Permitted Asset
Disposition; (b) a refinancing constituting a Refinancing Debt (other than a
Collateral Refinancing Debt) provided that each Refinancing Condition is
satisfied; and (c) a refinancing constituting Collateral Refinancing
Debt.

     

    8.4.3.              Condition of
Equipment.  The Equipment shall be maintained in good operating
condition and repair, and all necessary replacements and repairs shall be made
so that the value and operating efficiency of the Equipment is preserved at all
times, reasonable wear and tear excepted.  Each Borrower shall ensure
that the Equipment is mechanically and structurally sound, and capable of
performing the functions for which it was designed, in accordance with
manufacturer specifications.  No Borrower shall permit any Equipment
to become affixed to Real Estate unless any landlord or mortgagee delivers a
Lien Waiver.

     

    8.4.4.              Lien Administration for
Rolling Stock.

     

    (a)           With
respect to all Bank Revenue Equipment owned by any Borrower on the Closing Date
(collectively, the “Initial Revenue
Equipment”), each Borrower (i) on or before the Closing Date shall have
furnished the Agent with a detailed list of all certificates of title to all
Initial Revenue Equipment which contain the notation of the Lien of the Agent
thereon, and (ii) shall take such other action from time to time at the request
of the Agent as the Agent shall deem necessary to perfect or maintain the
perfection or priority of the Lien of the Agent in the Initial Revenue
Equipment, which may include delivering possession of the original certificates
of title for the Initial Revenue Equipment to the Agent or its designated
subagent if the Agent determines in good faith such action to be required under
applicable law in order to perfect the Lien of the Agent in such certificates of
title.

     

    (b)           With
respect to any Bank Revenue Equipment acquired by any Borrower after the Closing
Date, and with respect to any Bank Revenue Equipment then owned or thereafter
acquired by any Borrower becoming a party to this Agreement after the date
hereof, such Borrower shall (i) promptly, but in no event more than three (3)
Business Days thereafter, provide to Agent copies of the application for title
filed with the applicable Governmental Authority, requesting that Agent’s Lien
be noted on the certificate of title, (ii) within sixty (60) days of the date of
acquisition of such Bank Revenue Equipment or of the owner of such Bank Revenue
Equipment becoming a Borrower hereunder, as applicable, furnish the Agent with
copies of the certificate of title to such Bank Revenue Equipment evidencing the
notation of the Lien of the Agent thereon, and (iii) take such other action from
time to time at the request of the Agent as the Agent shall deem necessary to
perfect or maintain the perfection or priority of the Lien of the Agent in the
Bank Revenue Equipment, which may include delivering possession of the original
certificates of title for the Bank Revenue Equipment to the Agent or its
designated subagent if the Agent determines in good faith such action to be
required under applicable law in order to perfect the Lien of the Agent in such
certificates of title.

     

    (c)            Notwithstanding
the provisions of subsection (b) of
this Section
8.4.4:  (i) the lease of any Revenue Equipment (whether as a
true lease or a Capital Lease) shall not be deemed an acquisition of Revenue
Equipment, as described in subsection (b) of this Section 8.4.4, and (ii) no
Borrower shall be obligated to comply with subsection (b) of
this Section 8.4.4 with
respect to any Revenue Equipment that was acquired subject to a Purchase Money
Lien permitted under Section
10.2.2(b).  In the event the Revenue Equipment subject to a
Lien or lease described in clauses (i) or (ii)
of this subsection
(c) are no longer subject to such lease or Lien, as applicable, the
provisions of subsection (b) of
this Section 8.4.4 shall
be applicable thereto.

     

    


    
      
        
           


        

        
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    (d)            Notwithstanding
any terms of this Section 8.4.4
to the contrary, (A) with respect to Collateral that constitutes Eligible
Revenue Equipment on the Closing Date, Agent or its designee has received a
detailed list of all certificates of title for such Eligible Revenue Equipment
that note Agent’s Lien thereon and the original certificate of title with
Agent’s Lien noted thereon is delivered to Agent or its designee within 30 days
after the Closing Date, (B) with respect to Revenue Equipment that becomes
Eligible Revenue Equipment after the Closing Date, Agent or its designee has
received a copy of the application for title filed with the applicable
Governmental Authority, requesting that Agent’s Lien be noted thereon and the
original certificate of title with Agent’s Lien noted thereon is delivered to
Agent or its designee within 60 days after such Revenue Equipment becomes
Collateral, and (C) during any Collateral Trigger Period, if requested by Agent
in writing, the Borrowers shall deliver original certificates of title
evidencing ownership of all Bank Revenue Equipment.  All applications
for title or certificates of title required to be delivered pursuant to this
Section 8.4.4(d) shall,
in each case, be delivered to Agent or to any third party collateral management
agent as may be engaged and designated by Agent in its sole discretion, as
specified herein or otherwise as soon as possible, but in any event in the case
of (C), no later than three Business Days after receipt of such written notice
from Agent.  In the event Agent engages and designates a third party
collateral management agent to administer such applications for title or
original certificates of title, Borrower shall reimburse Agent for any and all
costs or expenses incurred by Agent for such collateral management agent within
ten (10) days of demand therefor.

     

    8.5.           Administration
of Deposit Accounts.  Schedule 8.5 sets forth all
Deposit Accounts maintained by Obligors, including all Dominion
Accounts.  Each Obligor shall take all actions necessary to establish
Agent’s control of each such Deposit Account (other than (a) an account
exclusively used for payroll, payroll taxes or employee benefits, and (b) any
account containing not more that $10,000 at any time) pursuant to a Deposit
Account Control Agreement.  The Obligors shall be the sole account
holder of each Deposit Account and shall not allow any other Person (other than
Agent) to have control over a Deposit Account or any Property deposited
therein.  Each Obligor shall promptly notify Agent of any opening or
closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.5 to reflect
same.

     

    8.6.           General
Provisions.

     

    8.6.1.              Location of
Collateral.  All tangible items of Collateral, other than
Inventory and Equipment in transit, and Collateral delivered to Agent shall at
all times be kept by Obligors at the business locations set forth in Schedule 8.6.1, except that
Obligors may (a) make sales or other dispositions of Collateral in accordance
with Section 10.2.5; and
(b) move Collateral to another location in the United States not included on
Schedule 8.6.1, upon
thirty (30) Business Days prior written notice to Agent.

     

    8.6.2.              Insurance of Collateral;
Condemnation Proceeds.

     

    (a)           Each
Obligor shall maintain insurance with respect to the Collateral, covering
casualty, hazard, public liability, theft, malicious mischief, flood and other
risks, in amounts, with endorsements and with insurers (with a Best Rating of at
least A7) satisfactory to Agent.  All proceeds under each policy shall
be payable to Agent.  From time to time upon request, Obligors shall
deliver to Agent the originals or certified copies of its insurance policies and
updated flood hazard certificates.  Unless Agent shall agree
otherwise, each policy shall include satisfactory endorsements (i) showing Agent
as loss payee or additional insured, as appropriate; (ii) requiring 30 days
prior written notice to Agent in the event of cancellation of the policy for any
reason whatsoever; and (iii) specifying that the interest of Agent shall not be
impaired or invalidated by any act or neglect of any Obligor or the owner of the
Property, nor by the occupation of the premises for purposes more hazardous than
are permitted by the

     

    


    
      
        
           


        

        
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    policy.  If
any Obligor fails to provide and pay for any insurance, Agent may, at its
option, but shall not be required to, procure such insurance and charge Obligors
therefor.  Each Obligor agrees to deliver to Agent, promptly as
rendered, copies of all reports made to insurance companies.  While no
Event of Default exists, Obligors may settle, adjust or compromise any insurance
claim with respect to Collateral, as long as the proceeds are delivered to
Agent.  If an Event of Default exists, only Agent shall be authorized
to settle, adjust and compromise claims.

     

    (b)           Any
proceeds of insurance (other than proceeds from workers’ compensation or D&O
insurance) and any awards arising from condemnation of any Collateral shall be
paid to Agent.  Any such proceeds or awards that relate to Collateral
consisting of Inventory or Pledged Equipment shall be applied to payment of the
Revolver Loans, and then to any other Obligations
outstanding.  Subject to clause (c) below, any proceeds or awards that
relate to Collateral consisting of Real Estate shall be applied first to
Revolver Loans and then to other Obligations.

     

    (c)           If
requested by Borrowers in writing within 45 days after Agent’s receipt of any
insurance proceeds or condemnation awards relating to any loss or destruction of
Collateral consisting of Pledged Equipment or Real Estate, Borrowers may use
such proceeds or awards to repair or replace such Pledged Equipment or Real
Estate (and until so used, the proceeds shall be held by Agent as Cash
Collateral) as long as (i) no Default or Event of Default exists; (ii) such
repair or replacement is promptly undertaken and concluded, in accordance with
plans satisfactory to Agent; (iii) replacement buildings are constructed on the
sites of the original casualties and are of comparable size, quality and utility
to the destroyed buildings; (iv) the repaired or replaced Property is free of
Liens, other than Permitted Liens that are not Purchase Money Liens; (v)
Borrowers comply with disbursement procedures for such repair or replacement as
Agent may reasonably require; and (vi) the aggregate amount of such proceeds or
awards from any single casualty or condemnation does not exceed
$1,000,000.

     

    8.6.3.              Protection of
Collateral.  All expenses of protecting, storing, warehousing,
insuring, handling, maintaining and shipping any Collateral, all Taxes payable
with respect to any Collateral (including any sale thereof), and all other
payments required to be made by Agent to any Person to realize upon any
Collateral, shall be borne and paid by Obligors.  Agent shall not be
liable or responsible in any way for the safekeeping of any Collateral, for any
loss or damage thereto (except for reasonable care in its custody while
Collateral is in Agent’s actual possession), for any diminution in the value
thereof, or for any act or default of any warehouseman, carrier, forwarding
agency or other Person whatsoever, but the same shall be at Borrowers’ sole
risk.

     

    8.6.4.              Defense of Title to
Collateral.  Each Obligor shall at all times defend its title
to Collateral and Agent’s Liens therein against all Persons, claims and demands
whatsoever, except Permitted Liens.

     

    8.6.5.              Other
Reports.  Each Borrower shall submit to Agent, on or before the
15th day of each month (or more frequently as Agent may request), accurate and
complete records of Collateral consisting of Real Estate as of the end of the
preceding month, including the Value of all Real Estate and any acquisitions or
dispositions thereof.

     

    8.7.           Power of
Attorney.  Each Obligor hereby irrevocably constitutes and
appoints Agent (and all Persons designated by Agent) as such Obligor’s true and
lawful attorney (and agent-in-fact) for the purposes provided in this
Section.  This power of attorney is coupled with an
interest.  Agent, or Agent’s designee, may, without notice and in
either its or a Borrower’s name, but at the cost and expense of
Obligor:

     

    


    
      
        
           


        

        
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(a)           Endorse an
Obligor’s name on any Payment Item or other proceeds of Collateral (including
proceeds of insurance) that come into Agent’s possession or control;
and

     

    (b)           During
an Event of Default, (i) notify any Account Debtors of the assignment of their
Accounts, demand and enforce payment of Accounts, by legal proceedings or
otherwise, and generally exercise any rights and remedies with respect to
Accounts; (ii) settle, adjust, modify, compromise, discharge or release any
Accounts or other Collateral, or any legal proceedings brought to collect
Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral
upon such terms, for such amounts and at such times as Agent deems advisable;
(iv) take control, in any manner, of any proceeds of Collateral; (v) prepare,
file and sign an Obligor’s name to a proof of claim or other document in a
bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of
Lien or similar document; (vi) receive, open and dispose of mail addressed to an
Obligor, and notify postal authorities to change the address for delivery
thereof to such address as Agent may designate; (vii) endorse any Chattel Paper,
Document, Instrument, invoice, freight bill, bill of lading, or similar document
or agreement relating to any Accounts, Inventory or other Collateral; (viii) use
an Obligor’s stationery and sign its name to verifications of Accounts and
notices to Account Debtors; (ix) use the information recorded on or contained in
any data processing equipment and computer hardware and software relating to any
Collateral; (x) make and adjust claims under policies of insurance with respect
to Collateral; (xi) take any action as may be necessary or appropriate to obtain
payment under any letter of credit or banker’s acceptance for which an Obligor
is a beneficiary; and (xii) take all other actions as Agent deems appropriate to
fulfill any Obligor’s obligations under the Loan Documents.

     

    SECTION
9.    REPRESENTATIONS AND
WARRANTIES

     

    9.1.           General
Representations and Warranties.  To induce Agent
and Lenders to enter into this Agreement and to make available the Commitments,
Loans and Letters of Credit, each Borrower and other Obligor, as applicable,
represents and warrants that:

     

    9.1.1.              Organization and
Qualification.  Each Borrower, other Obligor and Subsidiary is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization.  Each Borrower, other Obligor and
Subsidiary is duly qualified, authorized to do business and in good standing as
a foreign corporation, company or other entity in each jurisdiction where
failure to be so qualified could reasonably be expected to have a Material
Adverse Effect.

     

    9.1.2.              Power and
Authority.  Each Obligor is duly authorized to execute, deliver
and perform its Loan Documents.  The execution, delivery and
performance of the Loan Documents have been duly authorized by all necessary
action, and do not (a) require any consent or approval of any holders of Equity
Interests of any Obligor, other than those already obtained; (b) contravene the
Organic Documents of any Obligor; (c) violate or cause a default under any
Applicable Law or Material Contract; or (d) result in or require the imposition
of any Lien (other than Permitted Liens) on any Property of any
Obligor.

     

    9.1.3.              Enforceability.  Each
Loan Document is a legal, valid and binding obligation of each Obligor party
thereto, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or similar laws affecting the enforcement
of creditors’ rights generally.

     

    9.1.4.              Capital
Structure.  Schedule 9.1.4 shows, for each
Obligor and Subsidiary, as of the Closing Date, its name, its jurisdiction of
organization, its authorized and issued Equity Interests, the holders of its
Equity Interests (with the exception of Parent, which is a publicly owned
company), and all agreements binding on such holders with respect to their
Equity Interests.  Each Obligor has good title to its Equity Interests
in its Subsidiaries, subject only to Agent’s Lien (and Permitted Liens arising
by

     

    


    
      
        
           


        

        
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    operation
of law), and all such Equity Interests are duly issued, and in the case of
Equity Interests issued by a corporation, fully paid and
non-assessable.  Except as set forth on Schedule 9.1.4 with respect to
outstanding options to purchase Equity Interests in Parent, there are no
outstanding options to purchase, warrants, subscription rights, agreements to
issue or sell, convertible interests, phantom rights or powers of attorney
relating to any Equity Interests of any Obligor or any Subsidiary.

     

    9.1.5.              Corporate Names;
Locations.  Except as set forth on Schedule 9.1.5, during the
five years preceding the Closing Date, except as shown on Schedule 9.1.5, no Borrower,
Obligor or Subsidiary has been known as or used any corporate, fictitious or
trade names, has been the surviving corporation of a merger or combination, or
has acquired any substantial part of the assets of any Person.  As of
the Closing Date, the chief executive offices and other places of business of
Borrowers and Subsidiaries are shown on Schedule
8.6.1.  During the five years preceding the Closing Date, no
Borrower, Obligor or Subsidiary has had any other office or place of
business.

     

    9.1.6.              Title to Properties;
Priority of Liens.  Except as set forth on Schedule 9.1.6, each Obligor
and each Subsidiary has good and marketable title to (or valid leasehold
interests in) all of its Real Estate, and good title to all of its personal
Property, including all Property reflected in any financial statements delivered
to Agent or Lenders, in each case free of Liens except Permitted
Liens.  Each Obligor and each Subsidiary has paid and discharged all
lawful claims that, if unpaid, could become a Lien on its Properties, other than
Permitted Liens.  All Liens of Agent in the Collateral are duly
perfected, first priority Liens, subject only to Permitted Liens that are
expressly allowed to have priority over Agent’s Liens.

     

    9.1.7.              Accounts.  Agent
may rely, in determining which Accounts are Eligible Accounts, on all statements
and representations made by Borrowers with respect thereto.  Borrowers
warrant, with respect to each Account at the time it is shown as an Eligible
Account in a Borrowing Base Certificate, that:

     

    (a)           it
is genuine and in all respects what it purports to be, and is not evidenced by a
judgment;

     

    (b)           it
arises out of a completed, bona fide sale and delivery
of goods or rendition of services in the Ordinary Course of Business, and
substantially in accordance with any purchase order, contract or other document
relating thereto;

     

    (c)           once
billed, it is for a sum certain, maturing as stated in the invoice covering such
sale or rendition of services, a copy of which has been furnished or is
available to Agent on request;

     

    (d)           it
is not subject to any offset, Lien (other than Agent’s Lien), deduction,
defense, dispute, counterclaim or other adverse condition except as arising in
the Ordinary Course of Business and disclosed to Agent; and it is absolutely
owing by the Account Debtor, without contingency in any respect;

     

    (e)           no
purchase order, agreement, document or Applicable Law restricts assignment of
the Account to Agent (regardless of whether, under the UCC, the restriction is
ineffective), and the applicable Borrower is the sole payee or remittance party
shown on the invoice;

     

    (f)           no
extension, compromise, settlement, modification, credit, deduction or return has
been authorized with respect to the Account, except discounts or allowances
granted in the Ordinary Course of Business for prompt payment that are reflected
on the face of the invoice related thereto and in the reports submitted to Agent
hereunder; and

     

    


    
      
        
           


        

        
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    (g)           to
Borrower’s knowledge (i) there are no facts or circumstances that are reasonably
likely to impair the enforceability or collectibility of such Account; (ii) the
Account Debtor had the capacity to contract when the Account arose, continues to
meet the applicable Borrower’s customary credit standards, is Solvent, is not
contemplating or subject to an Insolvency Proceeding, and has not failed, or
suspended or ceased doing business; and (iii) there are no proceedings or
actions threatened or pending against any Account Debtor that could reasonably
be expected to have a material adverse effect on the Account Debtor’s financial
condition.

     

    9.1.8.              Financial
Statements.  The consolidated and consolidating balance sheets,
and related statements of income, cash flow and shareholder’s equity, of Parent
and its Subsidiaries that have been and are hereafter delivered to Agent and
Lenders, are prepared in accordance with GAAP, and fairly present the financial
positions and results of operations of Parent and Subsidiaries at the dates and
for the periods indicated.  All projections delivered from time to
time to Agent and Lenders have been prepared in good faith, and based on
assumptions believed by Borrowers to be reasonable in light of the circumstances
at such time.  No financial statement delivered to Agent or Lenders at
any time contains any untrue statement of a material fact, nor fails to disclose
any material fact necessary to make such statement not materially
misleading.  The Parent and its consolidated group, taken as a whole,
are Solvent.

     

    9.1.9.              Surety
Obligations.  Other than Permitted Contingent Obligations, and
except as disclosed on Schedule
9.1.9, as of the Closing Date, no Obligor nor any Subsidiary is obligated
as surety or indemnitor under any bond or other contract that assures payment or
performance of any obligation of any Person.

     

    9.1.10.              Taxes.  Each
Obligor and Subsidiary has filed all federal, state and local tax returns and
other reports that it is required by law to file, and has paid, or made
provision for the payment of, all Taxes upon it, its income and its Properties
that are due and payable, except to the extent being Properly
Contested.  The provision for Taxes on the books of each Borrower and
Subsidiary is adequate for all years not closed by applicable statutes, and for
its current Fiscal Year.

     

    9.1.11.              Brokers.  There
are no brokerage commissions, finder’s fees or investment banking fees payable
in connection with any transactions contemplated by the Loan Documents, except
as contemplated by the Fee Letter.

     

    9.1.12.              Intellectual
Property.  Each Obligor and Subsidiary owns or has the lawful
right to use all Intellectual Property necessary for the conduct of its
business, and such use does not conflict with, misappropriate, infringe on or
violate, in any material respect, the intellectual property rights of
others.  All Intellectual Property owned by an Obligor and, to such
Obligor’s knowledge, all Intellectual Property licensed to an Obligor, is valid,
enforceable, subsisting and unexpired and has not been abandoned, except for
such instances of non-compliance that individually or in the aggregate could not
reasonably be expected to have a Material Adverse Effect.  There is no
pending or, to the knowledge of any Senior Officer of Borrowers, threatened
Intellectual Property Claim with respect to any Obligor, any Subsidiary or any
of their Property (including any Intellectual Property) which could reasonably
be expected to have a Material Adverse Effect.  There is no holding,
decision or judgment that has been rendered by any Governmental Authority or
arbitrator in the United States or outside the United States which would limit
or cancel the validity or enforceability of any Intellectual Property owned by
an Obligor, or such Obligor’s knowledge, any Intellectual Property licensed to
an Obligor which could reasonably be expected to have a Material Adverse
Effect.  No Obligor is aware of any unauthorized uses of any item
included in the Intellectual Property that could reasonably be expected to (i)
lead to such item becoming invalid or unenforceable and (ii) have a Material
Adverse Effect.  As of the Closing Date, except as disclosed on Schedule 9.1.12, no Obligor or
Subsidiary pays or owes any material Royalty or

     

    


    
      
        
           


        

        
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    other
material compensation to any Person with respect to any Intellectual
Property.  As of the Closing Date, all Intellectual Property owned,
used or licensed by, or otherwise subject to any interests of, any Obligor or
Subsidiary is shown on Schedule
9.1.12.

     

    9.1.13.              Governmental
Approvals.  Each Obligor and Subsidiary has, is in compliance
with, and is in good standing with respect to, all Governmental Approvals
necessary to conduct its business and to own, lease and operate its Properties,
including, without limitation, all Material Licenses, permits, leases and
agreements necessary to its business, except where the failure to do so could
not reasonably be expected to have a Material Adverse Effect.  All
necessary import, export or other licenses, permits or certificates for the
import or handling of any goods or other Collateral have been procured and are
in effect, and Obligors and Subsidiaries have complied with all foreign and
domestic laws with respect to the shipment and importation of any goods or
Collateral, except where noncompliance could not reasonably be expected to have
a Material Adverse Effect.

     

    9.1.14.              Compliance with
Laws.  Each Obligor and each Subsidiary has duly complied, and
its Properties and business operations are in compliance, in all material
respects with all Applicable Law, except where noncompliance could not
reasonably be expected to have a Material Adverse Effect.  There have
been no citations, notices or orders of material noncompliance issued to any
Obligor or Subsidiary under any Applicable Law.

     

    9.1.15.              Compliance with
Environmental Laws.  Except as disclosed on Schedule 9.1.15 and except as
could not reasonably be expected to result in a Material Adverse Effect, no
Obligor’s or Subsidiary’s past or present operations, Real Estate or other
Properties are subject to any federal, state or local investigation to determine
whether any remedial action is needed to address any environmental pollution,
hazardous material or environmental clean-up.  No Obligor or any
Subsidiary has received any Environmental Notice with respect to circumstances
that could reasonably be expected to result in a Material Adverse
Effect.  No Obligor or any Subsidiary has any contingent liability
with respect to any Environmental Release, environmental pollution or hazardous
material on any Real Estate now or previously owned, leased or operated by it,
which, in each case, could reasonably be expected to have a Material Adverse
Effect.

     

    9.1.16.              Burdensome
Contracts.  No Obligor or Subsidiary is a party or subject to
any material contract, agreement or charter restriction that could reasonably be
expected to have a Material Adverse Effect.  No Obligor or Subsidiary
is party or subject to any Restrictive Agreement, except as shown on Schedule 9.1.16, none of which
prohibit the execution or delivery of any Loan Documents by an Obligor nor the
performance by an Obligor of any obligations thereunder.

     

    9.1.17.              Litigation.  Except
as shown on Schedule
9.1.17, there are no proceedings or investigations pending or, to any
Borrower’s knowledge, threatened against any Obligor or Subsidiary, or any of
their businesses, operations, Properties, prospects or conditions, that (a)
relate to any Loan Documents or transactions contemplated thereby; or (b) could
reasonably be expected to have a Material Adverse Effect.  No Obligor
or Subsidiary is in default with respect to any order, injunction or judgment of
any Governmental Authority.

     

    9.1.18.              No
Defaults.  No event or circumstance has occurred or exists that
constitutes a Default or Event of Default.  No Obligor or Subsidiary
is in default, and no event or circumstance has occurred or exists that with the
passage of time or giving of notice would constitute a default, under any
Material Contract or in the payment of any Borrowed Money, where such default
reasonably would be expected to have a Material Adverse Effect.  To
Borrower’s knowledge, there is no basis upon which any party (other than an
Obligor or a Subsidiary) could terminate a Material Contract prior to its
scheduled termination date.

     

    


    
      
        
           


        

        
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    9.1.19.              ERISA.  Except
as disclosed on Schedule
9.1.19:

     

    (a)           Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code, and other federal and state laws.  Each Plan that is
intended to qualify under Section 401(a) of the Code has received a favorable
determination letter from the IRS or an application for such a letter is
currently being processed by the IRS with respect thereto and, to the knowledge
of Borrowers, nothing has occurred which would prevent, or cause the loss of,
such qualification.  Each Obligor and ERISA Affiliate has made all
required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any
Plan.

     

    (b)           There
are no pending or, to the knowledge of Borrowers, threatened claims, actions or
lawsuits, or action by any Governmental Authority, with respect to any Plan that
could reasonably be expected to have a Material Adverse Effect.  There
has been no prohibited transaction or violation of the fiduciary responsibility
rules with respect to any Plan that has resulted in or could reasonably be
expected to have a Material Adverse Effect.

     

    (c)           (i)
No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
Plan has any Unfunded Pension Liability; (iii) no Obligor or ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA); (iv) no Obligor or ERISA Affiliate has incurred,
or reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) no Obligor or ERISA Affiliate has engaged in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

     

    (d)           With
respect to any Foreign Plan, (i) all employer and employee contributions
required by law or by the terms of the Foreign Plan have been made, or, if
applicable, accrued, in accordance with normal accounting practices; (ii) the
fair market value of the assets of each funded Foreign Plan, the liability of
each insurer for any Foreign Plan funded through insurance, or the book reserve
established for any Foreign Plan, together with any accrued contributions, is
sufficient to procure or provide for the accrued benefit obligations with
respect to all current and former participants in such Foreign Plan according to
the actuarial assumptions and valuations most recently used to account for such
obligations in accordance with applicable generally accepted accounting
principles; and (iii) it has been registered as required and has been maintained
in good standing with applicable Governmental Authority.

     

    9.1.20.              Trade
Relations.  To the knowledge of the Obligors, there exists no
actual or threatened termination, limitation or modification of any business
relationship between any Obligor or Subsidiary and any customer or supplier, or
any group of customers or suppliers, that could reasonably be expected to have a
Material Adverse Effect.  To the knowledge of the Obligors, there
exists no condition or circumstance that could reasonably be expected to impair
in any material respect the ability of any Obligor or Subsidiary to conduct its
business at any time hereafter in substantially the same manner as conducted on
the Closing Date.

     

    9.1.21.              Labor
Relations.  Except as described on Schedule 9.1.21, as of the
Closing Date, no Obligor or Subsidiary is party to or bound by any collective
bargaining agreement, management agreement or consulting
agreement.  There are no grievances, disputes or controversies with
any union or other organization of any Obligor’s or Subsidiary’s employees, or,
to any Borrower’s knowledge, any asserted or threatened strikes, work stoppages
or demands for collective bargaining, in each case, that could reasonably be
expected to have a Material Adverse Effect.

     

    


    
      
        
           


        

        
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    9.1.22.              Payable
Practices.  No Obligor or Subsidiary has made any material
change in its historical accounts payable practices from those in effect on the
Closing Date.

     

    9.1.23.              Not a Regulated
Entity.  No Obligor is (a) an “investment company” or a “person
directly or indirectly controlled by or acting on behalf of an investment
company” within the meaning of the Investment Company Act of 1940; or (b)
subject to regulation under the Federal Power Act, the Interstate Commerce Act,
any public utilities code or any other Applicable Law regarding its authority to
incur Debt.

     

    9.1.24.              Margin
Stock.  No Obligor or Subsidiary is engaged, principally or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock.  No Loan proceeds
or Letters of Credit will be used by Obligors to purchase or carry, or to reduce
or refinance any Debt incurred to purchase or carry, any Margin Stock or for any
related purpose governed by Regulations T, U or X of the Board of
Governors.

     

    9.1.25.              Subsidiaries.  None
of the Obligors has a Subsidiary (other than VIL, CVTI Receivables or
Transplace) that is not either a Borrower or a Guarantor.

     

    9.2.           Complete
Disclosure.  No Loan Document
contains any untrue statement of a material fact, nor fails to disclose any
material fact necessary to make the statements contained therein not materially
misleading.  To the knowledge of the Obligors, there is no fact or
circumstance that any Obligor has failed to disclose to Agent in writing that
could reasonably be expected to have a Material Adverse Effect.

     

    SECTION
10.    COVENANTS AND
CONTINUING AGREEMENTS

     

    10.1.           Affirmative
Covenants.  As long as any
Commitments or Obligations are outstanding or Full Payment has not been made on
all Obligations, each Obligor shall, and shall cause each Subsidiary
to:

     

    10.1.1.              Inspections;
Appraisals.

     

    (a)           Permit
Agent or any Lender at any time and from time to time, subject to reasonable
notice and normal business hours, to visit and inspect the Properties of any
Obligor or Subsidiary, inspect, audit and make extracts from any Obligor’s or
any Subsidiary’s books and records, and discuss with its officers, employees,
agents, advisors and independent accountants of such Obligor’s or Subsidiary’s
business, financial condition, assets, prospects and results of
operations.  Neither Agent nor any Lender shall have any duty to any
Obligor to make any inspection, nor to share any results of any inspection,
appraisal or report with any Obligor.  Each Obligor acknowledges that
all inspections, appraisals and reports are prepared by Agent and Lenders for
its purposes, and such Obligor shall not be entitled to rely upon
them.  Agent and each Lender shall be bound by the provisions of Section 14.12 with respect to
information obtained pursuant to this Section.

     

    (b)           Reimburse
Agent for all charges, costs and expenses of Agent in connection with (i) up to
three field examinations of any Obligor’s books and records or any other
financial or Collateral matters as Agent deems appropriate, (ii) up to three
appraisals of Pledged Equipment, and (iii) up to one appraisal of Real Estate,
in each case per Loan Year; provided, however, that if an examination or
appraisal is initiated during a Default or Event of Default, or at any time
Availability is less than $15,000,000, then all charges, costs and expenses
therefor shall be reimbursed by Borrowers without regard to such
limit.  Subject to and without limiting the foregoing, Borrowers
specifically agree to pay Agent’s then standard charges for each day that an
employee of Agent or its Affiliates is engaged in any

     

    


    
      
        
           


        

        
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    examination
activities, and shall pay the standard charges of Agent’s internal appraisal
group.  This Section shall not be construed to limit Agent’s right to
conduct examinations or to obtain appraisals at any time in its discretion, nor
to use third parties for such purposes.

     

    10.1.2.              Financial and Other
Information.  Keep adequate records and books of account with
respect to its business activities, in which proper entries are made in
accordance with GAAP reflecting all financial transactions; and furnish to Agent
and Lenders:

     

    (a)           as
soon as available, and in any event within 90 days after the close of each
Fiscal Year, balance sheets as of the end of such Fiscal Year and the related
statements of income, cash flow and shareholders’ equity for such Fiscal Year,
on a consolidated and consolidating basis for Parent and Subsidiaries, which
consolidated statements shall be audited and certified (without qualification as
to scope, “going concern” or similar items) by KPMG LLP or another firm of
independent certified public accountants of recognized standing selected by
Obligors and acceptable to Agent, and shall set forth in comparative form
corresponding figures for the preceding Fiscal Year and other information
acceptable to Agent;

     

    (b)           as
soon as available, and in any event within 45 days after the end of each Fiscal
Quarter, unaudited balance sheets as of the end of such Fiscal Quarter and the
related statements of income and cash flow for such Fiscal Quarter and for the
portion of the Fiscal Year then elapsed, on a consolidated and consolidating
basis for Parent and Subsidiaries, setting forth in comparative form
corresponding figures for the preceding Fiscal Year and certified by the chief
financial officer of Borrower Agent as prepared in accordance with GAAP and
fairly presenting the financial position and results of operations for such
Fiscal Quarter and period, subject to normal year-end adjustments and the
absence of footnotes;

     

    (c)           within
30 days after the end of each month which is not the end of a Fiscal Quarter,
unaudited balance sheets as of the end of such month and the related statements
of income and cash flow for such month and for the portion of the Fiscal Year
then elapsed, on a consolidated and consolidating basis for Parent and
Subsidiaries, setting forth in comparative form corresponding figures for the
preceding Fiscal Year and certified by the chief financial officer of Borrower
Agent as prepared in accordance with GAAP and fairly presenting the financial
position and results of operations for such month and period, subject to normal
year-end adjustments and the absence of footnotes;

     

    (d)           concurrently
with delivery of financial statements under clauses (a), (b) and (c) above, or
more frequently if requested by Agent while a Default or Event of Default
exists, a Compliance Certificate executed by a Senior Officer of Borrower
Agent;

     

    (e)           concurrently
with delivery of financial statements under clause (a) above, copies of all
management letters and other material reports submitted to Borrowers and
Subsidiaries by their accountants in connection with such financial
statements;

     

    (f)           concurrently
with, and as part of, the delivery of the Compliance Certificate under clause
(d) above, (i) a schedule of all obligations (other than Permitted Contingent
Obligations) of the Obligors as surety or indemnitor under any bond or other
contract that assures payment or performance of any obligation of any Person (or
a certificate that there have been no changes with respect to such obligations
since the last delivery of such a schedule), and (ii) a schedule of all
collective bargaining agreements, material management agreements, and material
consulting agreements by which any Obligor or Subsidiary is party to or bound
(or a certificate that there have been no changes with respect to such
agreements since the last delivery of such a schedule);

     

    


    
      
        
           


        

        
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    (g)           as
soon as available, but not later than 30 days prior to the end of each Fiscal
Year, projections of Parent’s consolidated balance sheets, results of
operations, cash flow and Availability for the next Fiscal Year, month by month
and for the next three Fiscal Years, year by year;

     

    (h)           all
reports and other disclosures required under Sections 8.2.1 and 8.4.1;

     

    (i)           at
Agent’s request, a listing of Borrowers’ trade payables, specifying the trade
creditor and balance due, and a detailed trade payable aging, all in form
satisfactory to Agent;

     

    (j)           promptly
after the sending or filing thereof, copies of any proxy statements, financial
statements or reports that any Obligor has made generally available to its
shareholders; copies of any regular, periodic and special reports or
registration statements or prospectuses that an Obligor files with the
Securities and Exchange Commission or any other Governmental Authority, or any
securities exchange; and copies of any press releases or other statements made
available by an Obligor to the public concerning material changes to or
developments in the business of such Obligor;

     

    (k)           promptly
after the sending or filing thereof, copies of any annual report to be filed in
connection with each Plan or Foreign Plan; and

     

    (l)           such
other reports and information (financial or otherwise) as Agent may request from
time to time in connection with any Collateral or any Borrower’s, Subsidiary’s
or other Obligor’s financial condition or business.

     

    The
documents required to be delivered pursuant to Section 10.1.2 (a), (b), and (j) (to the extent any such
documents are included in materials otherwise filed with the Securities and
Exchange Commission) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which the Obligor posts such
documents, or provides a link thereto on the Obligor’s website on the Internet
at the website address, www.covenanttransport.com;
or (ii) on which such documents are posted on the Obligor’s behalf on
IntraLinks, or another Internet website, if any, to which each Lender and the
Agent have access (whether a commercial, third-party website or whether
sponsored by the Agent); provided
that:  (i) the Obligor shall deliver paper copies of such documents to
the Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the Agent
or such Lender and (ii) the Borrower shall notify the Agent and each Lender (by
facsimile or electronic mail) of the posting of any such documents and provide
to the Agent by electronic mail electronic versions (i.e., soft copies) of such
documents.

     

    10.1.3.              Notices.  Notify
Agent and Lenders in writing, promptly after a Borrower’s Senior Officer
obtaining knowledge thereof, of any of the following that affects an
Obligor:  (a) the threat or commencement of any proceeding or
investigation, whether or not covered by insurance, if an adverse determination
could reasonably be expected to have a Material Adverse Effect; (b) any pending
or threatened labor dispute, strike or walkout, or the expiration of any
material labor contract; (c) any event of default under or termination of a
Material Contract; (d) the existence of any Default or Event of Default; (e) any
judgment in an amount exceeding $2,000,000; (f) the assertion of any
Intellectual Property Claim, if it could reasonably be expected to have a
Material Adverse Effect; (g) any violation or asserted violation of any
Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an
adverse resolution is reasonably likely to have a Material Adverse Effect; (h)
any Environmental Release by an Obligor or on any Property owned, leased or
occupied by an Obligor; or receipt of any Environmental Notice, if it could
reasonably be expected to have a Material Adverse Effect; (i) the occurrence of
any ERISA Event; (j) the discharge of or any withdrawal or resignation by
Borrowers’ independent accountant; or (k) any opening of a new office or place
of business, at least 30 days prior to such opening.

     

    


    
      
        
           


        

        
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    10.1.4.              Landlord and Storage
Agreements.  Upon request, provide Agent with copies of all
existing material agreements, and promptly after execution thereof provide Agent
with copies of all future material agreements, between an Obligor and any
landlord, warehouseman, processor, shipper, bailee or other Person that owns any
premises at which any Collateral with an aggregate value in excess of $100,000
may be kept or that otherwise may possess or handle any Collateral with an
aggregate value in excess of $100,000.

     

    10.1.5.              Compliance with
Laws.  Comply with all Applicable Laws, including ERISA,
Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding
collection and payment of Taxes, and maintain all Governmental Approvals
necessary to the ownership of its Properties or conduct of its business, unless
failure to comply (other than failure to comply with Anti-Terrorism Laws) or
maintain could not reasonably be expected to have a Material Adverse
Effect.  Without limiting the generality of the foregoing, if any
Environmental Release occurs at or on any Properties of any Obligor or
Subsidiary that could reasonably be expected to have a Material Adverse Effect,
it shall act promptly and diligently to investigate and report to Agent and all
appropriate Governmental Authorities the extent of, and to make appropriate
remedial action to eliminate, such Environmental Release, whether or not
directed to do so by any Governmental Authority.

     

    10.1.6.              Taxes.  Pay
and discharge all Taxes prior to the date on which they become delinquent or
penalties attach, unless such Taxes are being Properly Contested.

     

    10.1.7.              Insurance.  In
addition to the insurance required hereunder with respect to Collateral,
maintain insurance with insurers (with a Best Rating of at least A7, unless
otherwise approved by Agent) satisfactory to Agent, (a) with respect to the
Properties and business of Obligors and Subsidiaries of such type (including
product liability, workers’ compensation, larceny, embezzlement, or other
criminal misappropriation insurance), in such amounts, and with such coverages
and deductibles as are customary for companies similarly situated; and (b)
business interruption insurance in an amount not less than $10,000,000, with
deductibles satisfactory to Agent.

     

    10.1.8.              Material
Licenses.  Each Obligor shall and shall ensure that its
Subsidiaries keep each Material License in full force and effect; promptly
notify Agent of any proposed modification to any such Material License, or entry
into any new Material License; pay all Royalties when due; and notify Agent of
any default or breach asserted by any Person to have occurred under any Material
License.

     

    10.1.9.              Future
Subsidiaries.  Promptly notify Agent upon any Person becoming a
Subsidiary and, if such Person is not a Foreign Subsidiary, within 45 days of
the acquisition or creation of such Subsidiary cause it to join this Agreement
as a Borrower hereunder in a manner satisfactory to Agent, and to execute and
deliver such documents, instruments and agreements and to take such other
actions as Agent shall require to evidence and perfect a Lien in favor of Agent
(for the benefit of Secured Parties) on all assets of such Person, other than
those assets that would constitute Excluded Asset hereunder, including delivery
of such legal opinions, in form and substance satisfactory to Agent, as it shall
deem appropriate.

     

    10.1.10.                      Depository
Bank.  Maintain Agent or a Lender as its principal depository
bank, including for the maintenance of all operating, collection, disbursement
and other deposit accounts and for all Cash Management Services; provided, that
SRT’s account at Diamond State Bank shall be permitted for sixty (60) days
following the Closing Date.

     

    


    
      
        
           


        

        
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10.1.11.                      Termination of the
Receivables Securitization.  On or before the Closing Date,
Parent and CVTI Receivables shall (a) terminate the revolving credit facility
under the Receivables Securitization, so that no further advances shall be made
under the Receivables Securitization, (b) terminate the Receivables Purchase
Agreement dated December 12, 2000, as amended, and all agreements executed in
connection therewith, (c) cause to be delivered to Agent a Termination and
Release Agreement from Three Pillars Funding LLC (f/k/a Three Pillars Funding
Corporation) in form and substance acceptable to Agent providing for the
disposition of Accounts and payments on Accounts after the Closing Date, (d)
cause any balance outstanding under the Receivables Securitization to be paid in
full, and (e) obtain the release of any liens granted to SunTrust Capital
Markets, Inc. (f/k/a SunTrust Equitable Services Corporation) in connection with
such Receivables Securitization.  As promptly as practicable, but in
any event no later than thirty (30) days following the Closing Date, Borrowers
shall  complete the merger into Parent of CVTI
Receivables.  From and after the Closing Date, Parent shall cause CVTI
Receivables to not own any Property other than the Accounts pledged to SunTrust
Capital Markets, Inc. (f/k/a SunTrust Equitable Services Corporation) under the
Receivables Securitization.

     

    10.1.12.                      Post-Closing
Obligations.  The Obligors agree to diligently pursue and cause
to be delivered each of the items set forth on Schedule 10.1.12 within the
respective time periods set forth therein.

     

    10.2.           Negative
Covenants.  As long as any
Commitments or Obligations are outstanding, each Obligor shall not, and shall
cause each Subsidiary not to:

     

    10.2.1.              Permitted
Debt.  Create, incur, guarantee or suffer to exist any Debt,
except:

     

    (a)           the
Obligations;

     

    (b)           Permitted
Purchase Money Debt;

     

    (c)           Borrowed
Money (other than the Obligations and Permitted Purchase Money Debt) described
on Schedule 10.2.1, but
only to the extent outstanding on the Closing Date and not satisfied with
proceeds of the initial Loans;

     

    (d)           Bank
Product Debt, as long as the Hedging Agreements relating thereto are entered
into in the Ordinary Course of Business solely for hedging interest rate risk
and not for speculative purposes;

     

    (e)           Debt
that is in existence when a Person becomes a Subsidiary or that is secured by an
asset when such asset is acquired by an Obligor or a Subsidiary of an Obligor,
as long as such Debt was not incurred in contemplation of such Person becoming a
Subsidiary or such acquisition, and does not exceed $500,000 in the aggregate at
any time;

     

    (f)           Permitted
Contingent Obligations;

     

    (g)           Refinancing
Debt as long as each Refinancing Condition is satisfied;

     

    (h)           Debt
arising from Hedging Obligations permitted under Section 10.2.14;

     

    (i)           other
Debt that is not included in any of the other clauses of this Section, not to
exceed $1,000,000 in
the aggregate at any time;

     

    


    
      
        
           


        

        
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    (j)           Debt
arising under the Daimler Credit Facility, under the terms in effect on the
Closing Date or as otherwise approved by Agent;

     

    (k)           Debt
existing on the Closing Date under the Receivables
Securitization, until the Receivables Securitization is paid in full
pursuant to Section
10.1.11;

     

    (l)           Debt
permitted under Section
10.2.6;

     

    (m)           Debt
secured by the Real Estate known as the “Chattanooga Body Shop”, provided the
aggregate amount of such Debt does not exceed $9,000,000; and

     

    (n)           Collateral
Refinancing Debt.

     

    10.2.2.              Permitted
Liens.  Create or suffer to exist any Lien upon any of its
Property, except the following (collectively, “Permitted
Liens”):

     

    (a)           Liens
in favor of Agent;

     

    (b)           Purchase
Money Liens securing Permitted Purchase Money Debt;

     

    (c)           Liens
for Taxes not yet due or being Properly Contested;

     

    (d)           statutory
Liens (other than Liens for Taxes or imposed under ERISA) arising in the
Ordinary Course of Business, but only if (i) payment of the obligations secured
thereby is not yet due or is being Properly Contested, and (ii) such Liens do
not materially impair the value or use of the Property or materially impair
operation of the business of any Obligor or Subsidiary;

     

    (e)           Liens
incurred or deposits made in the Ordinary Course of Business to secure the
performance of tenders, bids, leases, contracts (except those relating to
Borrowed Money), statutory obligations and other similar obligations, or arising
as a result of progress payments under government contracts, as long as such
Liens are at all times junior to Agent’s Liens;

     

    (f)           Liens
arising in the Ordinary Course of Business that are subject to Lien
Waivers;

     

    (g)           Liens
arising by virtue of a judgment or judicial order against any Obligor or
Subsidiary, or any Property of an Obligor or Subsidiary, as long as such Liens
are in existence for less than 20 consecutive days or being Properly
Contested;

     

    (h)           easements,
rights-of-way, restrictions, covenants or other agreements of record, and other
similar charges or encumbrances on Real Estate, that do not secure any monetary
obligation and do not interfere with the Ordinary Course of
Business;

     

    (i)           normal
and customary rights of setoff upon deposits in favor of depository
institutions, and Liens of a collecting bank on Payment Items in the course of
collection; and

     

    (j)           existing
Liens shown on Schedule
10.2.2.

     

    (k)           any
Lien securing Debt permitted under Section 10.2.1(e) on any
Property acquired after the Closing Date and existing prior to the acquisition
thereof by any Obligor or a Subsidiary of an Obligor or existing on any Property
of any Person that becomes a Subsidiary after the Closing Date that exists prior
to the time such Person becomes a Subsidiary; provided that (A) such
Lien

     

    


    
      
        
           


        

        
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    is not
created in contemplation of or in connection with such acquisition or such
Person becoming a Subsidiary, as the case may be, (B) such Lien shall not
apply to any other Property an Obligor or a Subsidiary of an Obligor, (C) such
Lien does not extend to any Property arising or acquired after the date of
acquisition and (D) such Lien shall secure only those obligations which it
secures on the date of such acquisition or the date such Person becomes a
Subsidiary, as the case may be, and extensions, renewals and replacements
thereof that do not increase the outstanding principal amount thereof (other
than with respect to (1) the capitalization of interest and (2) the
capitalization of any prepayment premiums payable in respect of the obligations
so extended, renewed or replaced);

     

    (l)           Liens
arising in connection with Capital Leases permitted under this Agreement provided that no such
Lien shall extend to any Property other than assets subject to such Capital
Leases;

     

    (m)           Liens
in favor of customs and revenue authorities arising as a matter of law to secure
payment of customs duties in connection with the importation of
goods;

     

    (n)           Liens
on insurance policies and the proceeds thereof securing the financing of the
premiums with respect thereto;

     

    (o)           licenses,
sublicenses, leases and subleases entered into in the Ordinary Course of
Business and any landlords’ Liens arising under any such leases;

     

    (p)           Liens
on accounts receivable and proceeds thereof arising in connection with the
transfer thereof pursuant to the Receivables Securitization, until the liens
granted in connection with the Receivables Securitization are released pursuant
to Section
10.1.11;

     

    (q)           Liens
arising under the Daimler Credit Facility and securing Debt permitted under
Section
10.2.1(j);

     

    (r)           other
Liens on assets not constituting Collateral securing Debt permitted under Section 10.2.1(i) and
(m);

     

    (s)           Liens
relating to the Receivables Securitization which will be releasing pursuant to
Section 10.1.11;
and

     

    (t)           Liens
on Refinanced Assets securing Debt permitted under Section
10.2.1(n).

     

    10.2.3.              Distributions; Restrictions
on Upstream Payments.  Declare or make any Distributions,
except Permitted Distributions; or create or suffer to exist any encumbrance or
restriction on the ability of a Subsidiary to make any Upstream Payment, except
for restrictions under the Loan Documents, under Applicable Law or in effect on
the Closing Date as shown on Schedule 9.1.16.

     

    10.2.4.              Restricted
Investments.  Make any Restricted Investment.

     

    10.2.5.              Disposition of
Assets.  Make any Asset Disposition, except (a) a Permitted
Asset Disposition, (b) a disposition of Equipment under Section 8.4.2, or (c) any
other Asset Disposition approved in writing by Agent and Required Lenders, provided that the Net
Proceeds from any Asset Disposition made during a Trigger Period shall be
remitted to Agent for application against outstanding Obligations; and provided, further, that (i) any
Asset Disposition shall in any event be for fair market value and (ii) in no
event shall the Obligors be permitted to sell, lease, transfer, or otherwise
dispose of all or substantially all of the assets of Borrowers, whether in a
single transaction or a series of related transactions; and provided, further, that any
Asset Disposition made during a Trigger Period shall only be

     

    


    
      
        
           


        

        
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    permitted
if, after giving effect thereto, such Asset Disposition shall not create an
Overadvance, and Borrowers shall deliver an updated Borrowing Base Certificate
(x) if such Asset Disposition constituted a sale of Eligible Real Estate, or (y)
if after giving effect to such Asset Disposition, the aggregate gross sales
proceeds from all dispositions of Eligible Revenue Equipment since the date of
the last Borrowing Base Certificate delivered hereunder is greater than
$3,000,000.

     

    10.2.6.              Loans.  Make
any loans or other advances of money to any Person, except (a) advances to an
officer, director or employee for salary, travel expenses, commissions and
similar items in the Ordinary Course of Business; (b) prepaid expenses and
extensions of trade credit made in the Ordinary Course of Business; (c) deposits
with financial institutions permitted hereunder; (d) so long as no Default or
Event of Default exists, intercompany loans by an Obligor or a Subsidiary of an
Obligor to another Obligor; (e) loans or advances by any Obligor to VIL (i) in
an aggregate amount outstanding at any time of up to $10,000,000 and (ii) in
such additional amounts as may be required from time to time to maintain
sufficient capital balances required under insurance regulatory standards
applicable to VIL; (f) loans or other advances of money existing on the Closing
Date shown on Schedule
10.2.6, and (g) loans made to owner-operator drivers as part of an
Obligor’s lease purchase program, the outstanding balance of which will not at
any time exceed $100,000 for any individual loan, or $20,000,000 in the
aggregate.

     

    10.2.7.              Restrictions on Payment of
Certain Debt.  Other than Permitted Voluntary Prepayments, make
any voluntary prepayment, redemption, retirement, defeasance or acquisition with
respect to any (a) Debt outstanding under the Daimler Credit Facility; (b) Debt
consisting of Borrowed Money (other than the Obligations and Debt under the
Daimler Credit Facility) prior to its due date under the agreements evidencing
such Debt as in effect on the Closing Date (or as amended thereafter with the
consent of Agent) or in violation of any subordination agreement or
subordination terms applicable thereto, if any; or (c) Collateral Refinancing
Debt prior to its due date under the agreements evidencing such Debt as in
effect on the date of incurrence thereof (as amended thereafter with the consent
of the Agent).

     

    10.2.8.              Fundamental
Changes.  (a) Merge, combine or consolidate with any Person, or
liquidate, wind up its affairs or dissolve itself, in each case whether in a
single transaction or in a series of related transactions, except (i) for
mergers or consolidations of a wholly-owned Subsidiary with another wholly-owned
Subsidiary (provided that if any party to such merger is an Obligor, such
surviving entity is an Obligor) or into an Obligor (where such Obligor is the
surviving entity); (ii) an Obligor may permit another Person to merge or
consolidate with such Obligor or a Subsidiary in order to effect an Investment
permitted under Section
10.2.4 (provided that the surviving entity is such Obligor or a
Subsidiary), (iii) a Subsidiary that is not an Obligor may merge into and
consolidate with another Person in order to effect a transaction in which all
the Equity Interests of such Subsidiary owned directly or indirectly by an
Obligor would be disposed of pursuant to a Permitted Asset Disposition, or (iv)
for the merger into Parent of CVTI Receivables pursuant to Section 10.1.11, or (b) change
its name or conduct business under any fictitious name, or (c) without giving
Agent at least thirty (30) days prior written notice, change its tax, charter or
other organizational identification number, or change its form or state of
organization.

     

    10.2.9.              Subsidiaries.  (a)
Form any Subsidiary after the Closing Date, except for Domestic Subsidiaries
that are wholly owned (directly or indirectly) by Parent and as to which the
provisions of Section
10.1.9 have been complied with; or (b) permit any existing Subsidiary to
issue any additional Equity Interests except Permitted Distributions, director’s
qualifying interests, and Equity Interests issued to Obligors constituting
Collateral hereunder.

     

    10.2.10.            Organic
Documents.  Amend, modify or otherwise change any of its
Organic Documents as in effect on the Closing Date in a manner materially
adverse to the Agent or any Lender without first notifying Agent in
writing.

     

    


    
      
        
           


        

        
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    10.2.11.             Tax
Consolidation.  File or consent to the filing of any
consolidated income tax return with any Person other than Obligors and
Subsidiaries.

     

    10.2.12.             Accounting
Changes.  Make any material change in accounting treatment or
reporting practices, except as required by GAAP and in accordance with Section 1.2; or change its
Fiscal Year.  Change public accountants without prior written notice
to Agent.

     

    10.2.13.             Restrictive
Agreements.  Become a party to any Restrictive Agreement,
except (a) a Restrictive Agreement as in effect on the Closing Date and shown on
Schedule 9.1.16; (b) a
Restrictive Agreement relating to secured Debt permitted hereunder, if such
restrictions apply only to the collateral for such Debt; and (c) customary
provisions in leases, licenses, and other contracts restricting assignment
thereof.

     

    10.2.14.             Hedging
Obligation.  Enter into any agreement in respect of Hedging
Obligations, except to hedge risks arising in the Ordinary Course of Business
and not for speculative purposes.

     

    10.2.15.             Conduct of
Business.  Engage in any business, other than its business as
conducted on the Closing Date, businesses reasonably related thereto, and any
activities incidental thereto.

     

    10.2.16.             Affiliate
Transactions.  Enter into or be party to any transaction with
an Affiliate, except (a) transactions contemplated by the Loan Documents; (b)
payment of reasonable compensation to officers and employees for services
actually rendered, and loans and advances permitted by Section 10.2.6; (c) payment of
customary directors’ fees and indemnities; (d) transactions solely among
Obligors; (e) transactions with Affiliates that were consummated prior to the
Closing Date, as shown on Schedule 10.2.16; and (f)
transactions with Affiliates in the Ordinary Course of Business, upon fair and
reasonable terms fully disclosed to Agent and no less favorable than would be
obtained in a comparable arm’s-length transaction with a
non-Affiliate.

     

    10.2.17.             Equity
Issuances.  Without the prior written consent of the Required
Lenders, no Borrower shall issue any additional Equity Interests of any class
(other than pursuant to any management or employee incentive program) or create
any new class of Equity Interests.

     

    10.2.18.             Plans.  Become
party to any Multiemployer Plan or Foreign Plan, other than any in existence on
the Closing Date.

     

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

     

    10.2.20.             Partnerships.  Become
or be a general partner in any general or limited partnership except any
partnership holding, solely, all or a portion of the Equity Interest in
Transplace.

     

    10.2.21.             Amendments to Certain
Documentation.  Amend, supplement or otherwise modify the
Daimler Credit Facility, any Collateral Refinancing Debt or any other document,
instrument or agreement relating to any Material Debt for Borrowed Money, if
such modification (a) increases the principal balance of such Debt, or increases
any required payment of principal or interest; (b) accelerates the date on which
any installment of principal or any interest is due, or adds any additional
redemption, put or prepayment provisions; (c) shortens the final maturity date
or otherwise accelerates amortization; (d) increases the interest rate; (e)
increases or adds any fees or charges; or (f) modifies any covenant in a manner
or adds any representation, covenant or default that is more onerous or
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    respect
for any Borrower or Subsidiary, or that is otherwise materially adverse to any
Borrower, Subsidiary or Lenders.  For purposes of this Section 10.2.21, “Material
Debt for Borrowed Money” shall mean Debt for Borrowed Money in the principal
amount of $5,000,000 or more.

     

    10.2.22.             Sales and
Leasebacks.  Enter into any Sale Leaseback, except for
Permitted Sale Leasebacks.

     

    10.2.23.             Negative Pledge
Clauses.  Enter into or cause, suffer or permit to exist any
agreement with any Person other than Agent and Lenders pursuant to this
Agreement or any other Loan Documents which prohibits or limits the ability of
any Borrower, Parent or any of their Subsidiaries (other than Transplace) to
create, incur, assume or suffer to exist any Lien upon any of its Properties,
assets or revenues, whether now owned or hereafter acquired, except for Liens on
shares acquired in connection with a Permitted Share Repurchase, Liens on any
other shares of “margin stock” as such term is defined in Regulation U (12 CFR
Part 221) of the Board of Governors of the Federal Reserve System of the United
States; provided that any
Borrower, Parent and any of their Subsidiaries may enter into such an agreement
in connection with any Secured Debt permitted hereunder, provided that such
prohibitions and limitations contained in such agreement apply only to the
collateral for such Debt.

     

    10.2.24.             Volunteer Insurance
Limited.  Permit VIL to engage in any business or own any
Property other than as may be necessary to conduct its business as a
self-insurance vehicle for Obligors and their Subsidiaries.  At all
times during the term of this Agreement, Parent shall own all of the Equity
Interests in VIL.

     

    10.3.           Fixed
Charge Coverage Ratio.  At all times during the term hereof,
maintain a Fixed Charge Coverage Ratio as of the last day of any month for the
immediately preceding Twelve-Month Period of at least 1.0 to 1.0.

     

    SECTION
11.    EVENTS OF DEFAULT;
REMEDIES ON DEFAULT

     

    11.1.           Events of
Default.  Each of the
following shall be an “Event of Default”
hereunder, if the same shall occur for any reason whatsoever, whether voluntary
or involuntary, by operation of law or otherwise:

     

    (a)           An
Obligor fails to pay any Obligations when due (whether at stated maturity, on
demand, upon acceleration or otherwise);

     

    (b)           Any
representation, warranty or other written statement of an Obligor made in
connection with any Loan Documents or transactions contemplated thereby is
incorrect or misleading in any material respect when given;

     

    (c)           A
Borrower breaches or fails to perform any covenant contained in Sections 7.2, 7.3, 7.4,
7.6, 8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1, 10.1.2, 10.1.3(d), 10.1.11, 10.2
or 10.3;

     

    (d)           An
Obligor breaches or fails to perform any other covenant contained in any Loan
Documents, and such breach or failure is not cured within 30 days after a Senior
Officer of such Obligor has actual knowledge thereof or receives notice thereof
from Agent, whichever is sooner; provided, however, that such
notice and opportunity to cure shall not apply if the breach or failure to
perform is not capable of being cured within such period or is a willful breach
by an Obligor;

     

    (e)           A
Guarantor repudiates, revokes or attempts to revoke its Guaranty; an Obligor
denies or contests the validity or enforceability of any Loan Documents or
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    or
priority of any Lien granted to Agent; or any Loan Document ceases to be in full
force or effect for any reason (other than a waiver or release by Agent and
Lenders);

     

    (f)           Any
breach or default of an Obligor occurs under any document, instrument or
agreement to which it is a party or by which it or any of its Properties is
bound relating to any Debt (other than the Obligations) in excess of $1,000,000,
if the maturity of or any payment with respect to such Debt may be accelerated
or demanded due to such breach;

     

    (g)           Any
judgment or order for the payment of money is entered against an Obligor in an
amount that exceeds, individually or cumulatively with all unsatisfied judgments
or orders against all Obligors, $500,000 (net of any insurance coverage
(including Obligors’ self-insured retention) therefor acknowledged in writing by
the insurer), and either (i) enforcement proceedings shall have been commenced
upon such judgment or order and such enforcement proceeding shall have not been
stayed or (ii) such judgment, order or enforcement proceeding remains unpaid,
unstayed, undischarged, unbonded or undismissed for a period of 30 days or
more;

     

    (h)           A
loss, casualty, theft, damage or destruction occurs with respect to any
Collateral if the amount not covered by insurance exceeds
$1,000,000;

     

    (i)           An
Obligor is enjoined, restrained or in any way prevented by any Governmental
Authority from conducting any material part of its business; an Obligor suffers
the loss, revocation or termination of any Material License, permit, lease or
agreement necessary for the continued operation of its business; there is a
cessation of any material part of an Obligor’s business for a material period of
time; any material Collateral or Property of an Obligor is taken or impaired
through condemnation with the effect that such Obligor is unable to continue
operating its business for a material period of time;

     

    (j)           An
Obligor agrees to or commences any liquidation, dissolution or winding up of its
affairs, or the Obligors taken as a whole, cease to be Solvent;

     

    (k)           An
Insolvency Proceeding is commenced by an Obligor; an Obligor makes an offer of
settlement, extension or composition to its unsecured creditors generally; a
trustee, receiver, interim receiver, receiver and manager, monitor or similar
official is appointed to take possession of any substantial Property of or to
operate any of the business of an Obligor; or an Insolvency Proceeding is
commenced against an Obligor and the Obligor consents to institution of the
proceeding, the petition commencing the proceeding is not timely controverted by
the Obligor, the petition is not dismissed within 60 days after filing, or an
order for relief is entered in the proceeding;

     

    (l)           An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has
resulted or could reasonably be expected to result in liability of an Obligor to
a Pension Plan, Multiemployer Plan or PBGC, or that constitutes grounds for
appointment of a trustee for or termination by the PBGC of any Pension Plan or
Multiemployer Plan; an Obligor or ERISA Affiliate fails to pay when due any
installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan; or any event similar to the foregoing
occurs or exists with respect to a Foreign Plan;

     

    (m)           An
Obligor or any of its Senior Officers is criminally indicted or convicted for
(i) a felony committed in the conduct of the Obligor’s business, or (ii)
violating any state or federal law (including the Controlled Substances Act,
Money Laundering Control Act of 1986 and Illegal Exportation of War Materials
Act) that could lead to forfeiture of any material Property of an Obligor or any
Collateral; or

     

    


    
      
        
           


        

        
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    (n)           A
Change of Control occurs; or any event occurs or condition exists that has a
Material Adverse Effect.

     

    11.2.           Remedies
upon Default.  If an Event of
Default described in Section
11.1(k) occurs with respect any Obligor, then to the extent permitted by
Applicable Law, all Obligations shall become automatically due and payable and
all Commitments shall terminate, without any action by Agent or notice of any
kind.  In addition, or if any other Event of Default exists, Agent may
in its discretion (and shall upon written direction of Required Lenders) do any
one or more of the following from time to time:

     

    (a)           declare
any Obligations immediately due and payable, whereupon they shall be due and
payable without diligence, presentment, demand, protest or notice of any kind,
all of which are hereby waived by Obligors to the fullest extent permitted by
law;

     

    (b)           terminate,
reduce or condition any Commitment, or make any adjustment to the Borrowing
Base;

     

    (c)           require
Obligors to Cash Collateralize LC Obligations, Bank Product Debt and other
Obligations that are contingent or not yet due and payable, and, if Obligors
fail promptly to deposit such Cash Collateral, Agent may (and shall upon the
direction of Required Lenders) advance the required Cash Collateral as Revolver
Loans (whether or not an Overadvance exists or is created thereby, or the
conditions in Section 6
are satisfied); and

     

    (d)           exercise
any other rights or remedies afforded under any agreement, by law, at equity or
otherwise, including the rights and remedies of a secured party under the
UCC.  Such rights and remedies include the rights to (i) take
possession of any Collateral; (ii) require Obligors to assemble Collateral, at
Obligors’ expense, and make it available to Agent at a place designated by
Agent; (iii) enter any premises where Collateral is located and store Collateral
on such premises until sold (and if the premises are owned or leased by an
Obligor, Obligors agree not to charge for such storage); and (iv) sell or
otherwise dispose of any Collateral in its then condition, or after any further
manufacturing or processing thereof, at public or private sale, with such notice
as may be required by Applicable Law, in lots or in bulk, at such locations, all
as Agent, in its discretion, deems advisable.  Each Obligor agrees
that ten (10) days notice of any proposed sale or other disposition of
Collateral by Agent shall be reasonable.  Agent shall have the right
to conduct such sales on any Obligor’s premises, without charge, and such sales
may be adjourned from time to time in accordance with Applicable
Law.  Agent shall have the right to sell, lease or otherwise dispose
of any Collateral for cash, credit or any combination thereof, and Agent may
purchase any Collateral at public or, if permitted by law, private sale and, in
lieu of actual payment of the purchase price, may set off the amount of such
price against the Obligations.

     

    11.3.           License.  For the purpose
of enabling Agent, during the continuance of an Event of Default, to exercise
the rights and remedies under Section 11.2 at such time as
Agent shall be lawfully entitled to exercise such rights and remedies, and for
no other purpose, each Obligor hereby grants to Agent, to the extent assignable
by such Obligor, an irrevocable, non-exclusive license (subject, (a) in the case
of Trademarks, to sufficient rights to quality control and inspection in favor
of such Obligor to avoid the risk of invalidation of such Trademarks, and (b) in
the case of Trade Secrets, to an obligation of Agent to take steps reasonable
under the circumstances to keep the Trade Secrets confidential to avoid the risk
of invalidation of such Trade Secrets) or other right to use, license or
sub-license (without payment of royalty or other compensation to any Person) any
or all Intellectual Property owned by Obligors in advertising for sale,
marketing, selling, collecting, completing manufacture of, or otherwise
exercising any rights or remedies with respect to, any
Collateral.  The license granted in this Section 11.3 shall continue in
full force and effect until Full Payment of the Obligations and termination of
this Agreement in accordance with its terms, at which time such license shall
immediately terminate.

     

    


    
      
        
           


        

        
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    11.4.           Setoff.  At any time
during an Event of Default, Agent, Issuing Bank, Lenders, and any of their
Affiliates are authorized, to the fullest extent permitted by Applicable Law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by Agent, Issuing Bank,
such Lender or such Affiliate to or for the credit or the account of an Obligor
against any Obligations, irrespective of whether or not Agent, Issuing Bank,
such Lender or such Affiliate shall have made any demand under this Agreement or
any other Loan Document and although such Obligations may be contingent or
unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender
or such Affiliate different from the branch or office holding such deposit or
obligated on such indebtedness.  The rights of Agent, Issuing Bank,
each Lender and each such Affiliate under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Person may
have.

     

    11.5.           Remedies
Cumulative; No Waiver.

     

    11.5.1.              Cumulative
Rights.  All covenants, conditions, provisions, warranties,
guaranties, indemnities and other undertakings of Obligors contained in the Loan
Documents are cumulative and not in derogation or substitution of each
other.  In particular, the rights and remedies of Agent and Lenders
are cumulative, may be exercised at any time and from time to time, concurrently
or in any order, and shall not be exclusive of any other rights or remedies that
Agent and Lenders may have, whether under any agreement, by law, at equity or
otherwise.

     

    11.5.2.              Waivers.  The
failure or delay of Agent or any Lender to require strict performance by any
Obligor with any terms of the Loan Documents, or to exercise any rights or
remedies with respect to Collateral or otherwise, shall not operate as a waiver
thereof nor as establishment of a course of dealing.  All rights and
remedies shall continue in full force and effect until Full Payment of all
Obligations.  No modification of any terms of any Loan Documents
(including any waiver thereof) shall be effective, unless such modification is
specifically provided in a writing directed to Borrowers and executed by Agent
or the requisite Lenders, and such modification shall be applicable only to the
matter specified.  No waiver of any Default or Event of Default shall
constitute a waiver of any other Default or Event of Default that may exist at
such time, unless expressly stated.  If Agent or any Lender accepts
performance by any Obligor under any Loan Documents in a manner other than that
specified therein, or during any Default or Event of Default, or if Agent or any
Lender shall delay or exercise any right or remedy under any Loan Documents,
such acceptance, delay or exercise shall not operate to waive any Default or
Event of Default nor to preclude exercise of any other right or
remedy.  It is expressly acknowledged by Obligors that any failure to
satisfy a financial covenant on a measurement date shall not be cured or
remedied by satisfaction of such covenant on a subsequent date.

     

    SECTION
12.    AGENT

     

    12.1.           Appointment,
Authority and Duties of Agent.

     

    12.1.1.              Appointment and
Authority.  Each Lender appoints and designates Bank of America
as Agent hereunder.  Agent may, and each Lender authorizes Agent to,
enter into all Loan Documents to which Agent is intended to be a party and
accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of
Lenders.  Each Lender agrees that any action taken by Agent or
Required Lenders in accordance with the provisions of the Loan Documents, and
the exercise by Agent or Required Lenders of any rights or remedies set forth
therein, together with all other powers reasonably incidental thereto, shall be
authorized by and binding upon all Lenders.  Without limiting the
generality of the foregoing, Agent shall have the sole and exclusive authority
to (a) act as the disbursing and collecting agent for Lenders with respect to
all payments and collections arising in connection with the Loan Documents; (b)
execute and deliver as Agent each Loan Document and accept delivery of each
Loan

     

    


    
      
        
           


        

        
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    Document
from any Obligor or other Person; (c) act as collateral agent for Secured
Parties for purposes of perfecting and administering Liens under the Loan
Documents, and for all other purposes stated therein; (d) manage, supervise or
otherwise deal with Collateral; and (e) take any Enforcement Action or otherwise
exercise any rights or remedies with respect to any Collateral under the Loan
Documents, Applicable Law or otherwise.  The duties of Agent shall be
ministerial and administrative in nature, and Agent shall not have a fiduciary
relationship with any Lender, Secured Party, Participant or other Person, by
reason of any Loan Document or any transaction relating
thereto.  Agent alone shall be authorized to determine whether any
Accounts or Revenue Equipment constitute Eligible Accounts or Eligible Revenue
Equipment, whether to impose or release any reserve, and to exercise its Credit
Judgment, if applicable, in connection therewith, which determinations and
judgments, if exercised in good faith, shall exonerate Agent from liability to
any Lender or other Person for any error in judgment.

     

    12.1.2.              Duties.  Agent
shall not have any duties except those expressly set forth in the Loan
Documents.  The conferral upon Agent of any right shall not imply a
duty on Agent’s part to exercise such right, unless instructed to do so by
Required Lenders in accordance with this Agreement.

     

    12.1.3.              Agent
Professionals.  Agent may perform its duties through agents and
employees.  Agent may consult with and employ Agent Professionals, and
shall be entitled to act upon, and shall be fully protected in any action taken
in good faith reliance upon, any advice given by an Agent
Professional.  Agent shall not be responsible for the negligence or
misconduct of any agents, employees or Agent Professionals selected by it with
reasonable care.

     

    12.1.4.              Instructions of Required
Lenders.  The rights and remedies conferred upon Agent under
the Loan Documents may be exercised without the necessity of joinder of any
other party, unless required by Applicable Law.  Agent may request
instructions from Required Lenders with respect to any act (including the
failure to act) in connection with any Loan Documents, and may seek assurances
to its satisfaction from Lenders of their indemnification obligations under
Section 12.6 against all
Claims that could be incurred by Agent in connection with any
act.  Agent shall be entitled to refrain from any act until it has
received such instructions or assurances, and Agent shall not incur liability to
any Person by reason of so refraining.  Instructions of Required
Lenders shall be binding upon all Lenders, and no Lender shall have any right of
action whatsoever against Agent as a result of Agent acting or refraining from
acting in accordance with the instructions of Required
Lenders.  Notwithstanding the foregoing, instructions by and consent
of all Lenders shall be required in the circumstances described in Section 14.1.1, and in no
event shall Required Lenders, without the prior written consent of each Lender,
direct Agent to accelerate and demand payment of Loans held by one Lender
without accelerating and demanding payment of all other Loans, nor to terminate
the Commitments of one Lender without terminating the Commitments of all
Lenders.  In no event shall Agent be required to take any action that,
in its opinion, is contrary to Applicable Law or any Loan Documents or could
subject any Agent Indemnitee to personal liability.

     

    12.2.           Agreements
Regarding Collateral and Field Examination Reports.

     

    12.2.1.              Lien Releases; Care of
Collateral.  Lenders hereby irrevocably agree that the Liens
granted to Agent by the Obligors on any Collateral shall be automatically
released (a) in the case of all Obligors, in full, upon Full Payment, (b) upon
the sale or other disposition of such Collateral (including as part of or in
connection with any other sale or other disposition permitted hereunder) to any
Person other than another Obligor to the extent such sale or other disposition
is made in compliance with the terms of this Agreement (and Agent may rely
conclusively on a certificate to that effect provided to it by any Obligor upon
its reasonable request without further inquiry), (c) to the extent such
Collateral is comprised of property leased to an Obligor, upon termination or
expiration of such lease, (d) if the release of such Lien is approved,
authorized or ratified in writing by the Required Lenders (or such
other

     

    


    
      
        
           


        

        
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    percentage
of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the
extent the Property constituting such Collateral is owned by any Subsidiary,
upon the release of such Subsidiary from its obligations under this Agreement
upon a disposition of such Subsidiary permitted under the terms of this
Agreement (it being understood that any such disposed of Subsidiary shall be
released from all of its obligations under the Loan Documents in connection
therewith), (f) as required to effect any sale or other disposition of
Collateral in connection with any exercise of remedies of Agent pursuant to the
Security Documents, and (g) in connection with any election by an Obligor to
have any items of Collateral serve as collateral for Collateral Refinancing Debt
or be sold in connection with a Permitted Sale Leaseback, with the result that
the value of each such item of Collateral is not included in calculating
Availability under the Revolving Credit Facility.  Lenders hereby
authorize Agent to execute and deliver any instruments, documents, and
agreements necessary or desirable to evidence and confirm the release of any
Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph,
all without the further consent or joinder of any Lender.  Agent shall
have no obligation whatsoever to any Lenders to assure that any Collateral
exists or is owned by an Obligor, or is cared for, protected, insured or
encumbered, nor to assure that Agent's Liens have been properly created,
perfected or enforced, or are entitled to any particular priority, nor to
exercise any duty of care with respect to any Collateral.

     

    12.2.2.              Possession of
Collateral.  Agent and Lenders appoint each other Lender as
agent for the purpose of perfecting Liens (for the benefit of Secured Parties)
in any Collateral that, under the UCC or other Applicable Law, can be perfected
by possession.  If any Lender obtains possession of any such
Collateral, it shall notify Agent thereof and, promptly upon Agent’s request,
deliver such Collateral to Agent or otherwise deal with such Collateral in
accordance with Agent’s instructions.

     

    12.2.3.              Reports.  Agent
shall promptly, upon receipt thereof, forward to each Lender copies of the
results of any field audit, examination or appraisal prepared by or on behalf of
Agent with respect to any Obligor or Collateral, together with any other reports
or other collateral information obtained by Agent from Borrower and requested by
a Lender (collectively, a “Report”).  Each
Lender agrees (a) that neither Bank of America nor Agent makes any
representation or warranty as to the accuracy or completeness of any Report, and
shall not be liable for any information contained in or omitted from any Report;
(b) that the Reports are not intended to be comprehensive audits or
examinations, and that Agent or any other Person performing any audit or
examination will inspect only specific information regarding Obligations or the
Collateral and will rely significantly upon Borrowers’ books and records as well
as upon representations of Borrowers’ officers and employees; and (c) to keep
all Reports confidential and strictly for such Lender’s internal use, and not to
distribute any Report (or the contents thereof) to any Person (except to such
Lender’s Participants, attorneys, accountants, affiliates, employees,
Governmental Authorities having regulatory oversight over Lender, or otherwise
if compelled by legal process) or use any Report in any manner other than
administration of the Loans and other Obligations.  Each Lender agrees
to indemnify and hold harmless Agent and any other Person preparing a Report
from any action such Lender may take as a result of or any conclusion it may
draw from any Report, as well as any Claims arising in connection with any third
parties that obtain any part or contents of a Report through such
Lender.

     

    12.3.           Reliance
By Agent.  Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
certification, notice or other communication (including those by telephone,
telex, telegram, telecopy or e-mail) believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person, and upon the advice
and statements of Agent Professionals.

     

    12.4.           Action
Upon Default.  Agent shall not
be deemed to have knowledge of any Default or Event of Default unless it has
received written notice from a Lender or Borrower Agent specifying the
occurrence and nature thereof.  If any Lender acquires knowledge of a
Default or Event of Default, it shall promptly notify Agent and the other
Lenders thereof in writing.  Each Lender agrees that, except as


     

    


    
      
        
           


        

        
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    otherwise
provided in any Loan Documents or with the written consent of Agent and Required
Lenders, it will not take any Enforcement Action, accelerate Obligations under
any Loan Documents, or exercise any right that it might otherwise have under
Applicable Law to credit bid at foreclosure sales, UCC sales or other similar
dispositions of Collateral.  Notwithstanding the foregoing, however, a
Lender may take action to preserve or enforce its rights against an Obligor
where a deadline or limitation period is applicable that would, absent such
action, bar enforcement of Obligations held by such Lender, including the filing
of proofs of claim in an Insolvency Proceeding.

     

    12.5.           Ratable
Sharing.  If any Lender
shall obtain any payment or reduction of any Obligation, whether through set-off
or otherwise, in excess of its share of such Obligation, determined on a Pro
Rata basis or in accordance with Section 5.5.1, as applicable,
such Lender shall forthwith purchase from Agent, Issuing Bank and the other
Lenders such participations in the affected Obligation as are necessary to cause
the purchasing Lender to share the excess payment or reduction on a Pro Rata
basis or in accordance with Section 5.5.1, as
applicable.  If any of such payment or reduction is thereafter
recovered from the purchasing Lender, the purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without
interest.  No Lender shall set off against any Dominion Account
without the prior consent of Agent.

     

    12.6.           Indemnification
of Agent Indemnitees.  EACH LENDER SHALL INDEMNIFY AND HOLD
HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT
WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN
DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR
ASSERTED AGAINST ANY AGENT INDEMNITEE, PROVIDED THE CLAIM RELATES TO OR ARISES
FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS
AGENT).  In Agent’s discretion, it may reserve for any such
Claims made against an Agent Indemnitee, and may satisfy any judgment, order or
settlement relating thereto, from proceeds of Collateral prior to making any
distribution of Collateral proceeds to Lenders.  If Agent is sued by
any receiver, bankruptcy trustee, debtor-in-possession or other Person for any
alleged preference or fraudulent transfer, then any monies paid by Agent in
settlement or satisfaction of such proceeding, together with all interest, costs
and expenses (including attorneys’ fees) incurred in the defense of same, shall
be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata
share. In no event shall any Lender have any obligation to indemnify or hold
harmless an Indemnitee with respect to a Claim that is determined in a final,
non-appealable judgment by a court of competent jurisdiction to result from the
gross negligence or willful misconduct of such Indemnitee.

     

    12.7.           Limitation
on Responsibilities of Agent.  Agent shall not
be liable to Lenders for any action taken or omitted to be taken under the Loan
Documents, except for losses directly and solely caused by Agent’s gross
negligence or willful misconduct.  Agent does not assume any
responsibility for any failure or delay in performance or any breach by any
Obligor or Lender of any obligations under the Loan Documents.  Agent
does not make to Lenders any express or implied warranty, representation or
guarantee with respect to any Obligations, Collateral, Loan Documents or
Obligor.  No Agent Indemnitee shall be responsible to Lenders for any
recitals, statements, information, representations or warranties contained in
any Loan Documents; the execution, validity, genuineness, effectiveness or
enforceability of any Loan Documents; the genuineness, enforceability,
collectibility, value, sufficiency, location or existence of any Collateral, or
the validity, extent, perfection or priority of any Lien therein; the validity,
enforceability or collectibility of any Obligations; or the assets, liabilities,
financial condition, results of operations, business, creditworthiness or legal
status of any Obligor or Account Debtor.  No Agent Indemnitee shall
have any obligation to any Lender to ascertain or inquire into the existence of
any Default or Event of Default, the observance or performance by any Obligor of
any terms of the Loan Documents, or the satisfaction of any conditions precedent
contained in any Loan Documents.

     

    


    
      
        
           


        

        
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    12.8.           Successor
Agent and Co-Agents.

     

    12.8.1.              Resignation; Successor
Agent.  Subject to the appointment and acceptance of a
successor Agent as provided below, Agent may resign at any time by giving at
least 30 days written notice thereof to Lenders and Borrowers.  Upon
receipt of such notice, Required Lenders shall have the right to appoint a
successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b)
a commercial bank that is organized under the laws of the United States or any
state or district thereof, has a combined capital surplus of at least
$200,000,000 and (provided no Default or Event of Default exists) is reasonably
acceptable to Borrowers.  If no successor agent is appointed prior to
the effective date of the resignation of Agent, then Agent may appoint a
successor agent from among Lenders.  Upon acceptance by a successor
Agent of an appointment to serve as Agent hereunder, such successor Agent shall
thereupon succeed to and become vested with all the powers and duties of the
retiring Agent without further act, and the retiring Agent shall be discharged
from its duties and obligations hereunder but shall continue to have the
benefits of the indemnification set forth in Sections 12.6 and 14.2.  Notwithstanding
any Agent’s resignation, the provisions of this Section 12 shall continue in
effect for its benefit with respect to any actions taken or omitted to be taken
by it while Agent.  Any successor to Bank of America by merger or
acquisition of stock or this loan shall continue to be Agent hereunder without
further act on the part of the parties hereto, unless such successor resigns as
provided above.

     

    12.8.2.              Separate Collateral
Agent.  It is the intent of the parties that there shall be no
violation of any Applicable Law denying or restricting the right of financial
institutions to transact business in any jurisdiction.  If Agent
believes that it may be limited in the exercise of any rights or remedies under
the Loan Documents due to any Applicable Law, Agent may appoint an additional
Person who is not so limited, as a separate collateral agent or co-collateral
agent.  If Agent so appoints a collateral agent or co-collateral
agent, each right and remedy intended to be available to Agent under the Loan
Documents shall also be vested in such separate agent.  Every covenant
and obligation necessary to the exercise thereof by such agent shall run to and
be enforceable by it as well as Agent.  Lenders shall execute and
deliver such documents as Agent deems appropriate to vest any rights or remedies
in such agent.  If any collateral agent or co-collateral agent shall
die or dissolve, become incapable of acting, resign or be removed, then all the
rights and remedies of such agent, to the extent permitted by Applicable Law,
shall vest in and be exercised by Agent until appointment of a new
agent.

     

    12.9.           Due
Diligence and Non-Reliance.  Each Lender
acknowledges and agrees that it has, independently and without reliance upon
Agent or any other Lenders, and based upon such documents, information and
analyses as it has deemed appropriate, made its own credit analysis of each
Obligor and its own decision to enter into this Agreement and to fund Loans and
participate in LC Obligations hereunder.  Each Lender has made such
inquiries concerning the Loan Documents, the Collateral and each Obligor as such
Lender feels necessary.  Each Lender further acknowledges and agrees
that the other Lenders and Agent have made no representations or warranties
concerning any Obligor, any Collateral or the legality, validity, sufficiency or
enforceability of any Loan Documents or Obligations.  Each Lender
will, independently and without reliance upon the other Lenders or Agent, and
based upon such financial statements, documents and information as it deems
appropriate at the time, continue to make and rely upon its own credit decisions
in making Loans and participating in LC Obligations, and in taking or refraining
from any action under any Loan Documents.  Except for notices, reports
and other information expressly requested by a Lender, Agent shall have no duty
or responsibility to provide any Lender with any notices, reports or
certificates furnished to Agent by any Obligor or any credit or other
information concerning the affairs, financial condition, business or Properties
of any Obligor (or any of its Affiliates) which may come into possession of
Agent or any of Agent’s Affiliates.

     

    


    
      
        
           


        

        
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    12.10.         Replacement
of Certain Lenders.  If a Lender (a)
fails to fund its Pro Rata share of any Loan or LC Obligation hereunder, and
such failure is not cured within two (2) Business Days, (b) defaults in
performing any of its obligations under the Loan Documents, or (c) fails to give
its consent to any amendment, waiver or action for which consent of all Lenders
was required and Required Lenders consented, then, in addition to any other
rights and remedies that any Person may have, Agent may, by notice to such
Lender within 120 days after such event, require such Lender to assign all of
its rights and obligations under the Loan Documents to Eligible Assignee(s)
specified by Agent, pursuant to appropriate Assignment and Acceptance(s) and
within 20 days after Agent’s notice.  Agent is irrevocably appointed
as attorney-in-fact to execute any such Assignment and Acceptance if a Lender
fails to execute same.  Such Lender shall be entitled to receive, in
cash, concurrently with such assignment, all amounts owed to it under the Loan
Documents, including all principal, interest and fees through the date of
assignment (but excluding any prepayment charge).  All fees, cost and
expenses (including any assignment or processing fee due to Agent) associated
with an assignment pursuant to this Section 12.10 shall be paid by
Borrowers.

     

    12.11.         Remittance
of Payments and Collections.

     

    12.11.1.                      Remittances
Generally.  All payments by any Lender to Agent shall be made
by the time and on the day set forth in this Agreement, in immediately available
funds.  If no time for payment is specified or if payment is due on
demand by Agent and request for payment is made by Agent by 11:00 a.m. on a
Business Day, payment shall be made by Lender not later than 2:00 p.m. on such
day, and if request is made after 11:00 a.m., then payment shall be made by
11:00 a.m. on the next Business Day.  Payment by Agent to any Lender
shall be made by wire transfer, in the type of funds received by
Agent.  Any such payment shall be subject to Agent’s right of offset
for any amounts due from such Lender under the Loan Documents.

     

    12.11.2.                      Failure to
Pay.  If any Lender fails to pay any amount when due by it to
Agent pursuant to the terms hereof, such amount shall bear interest from the due
date until paid at the rate determined by Agent as customary in the banking
industry for interbank compensation.  In no event shall Borrowers be
entitled to receive credit for any interest paid by a Lender to
Agent.

     

    12.11.3.                      Recovery of
Payments.  If Agent pays any amount to a Lender in the
expectation that a related payment will be received by Agent from an Obligor and
such related payment is not received, then Agent may recover such amount from
each Lender that received it.  If Agent determines at any time that an
amount received under any Loan Document must be returned to an Obligor or paid
to any other Person pursuant to Applicable Law or otherwise, then,
notwithstanding any other term of any Loan Document, Agent shall not be required
to distribute such amount to any Lender.  If any amounts received and
applied by Agent to any Obligations are later required to be returned by Agent
pursuant to Applicable Law, each Lender shall pay to Agent, on demand, such Lender’s Pro
Rata share of the amounts required to be returned.

     

    12.12.         Agent in
its Individual Capacity.  As a Lender, Bank
of America shall have the same rights and remedies under the other Loan
Documents as any other Lender, and the terms “Lenders,” “Required Lenders” or
any similar term shall include Bank of America in its capacity as a
Lender.  Each of Bank of America and its Affiliates may accept
deposits from, maintain deposits or credit balances for, invest in, lend money
to, provide Bank Products to, act as trustee under indentures of, serve as
financial or other advisor to, and generally engage in any kind of business
with, Obligors and their Affiliates, as if Bank of America were any other bank,
without any duty to account therefor (including any fees or other consideration
received in connection therewith) to the other Lenders.  In their
individual capacity, Bank of America and its Affiliates may receive information
regarding Obligors, their Affiliates and their Account Debtors (including
information subject to confidentiality obligations), and each Lender agrees


     

    


    
      
        
           


        

        
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    that Bank
of America and its Affiliates shall be under no obligation to provide such
information to Lenders, if acquired in such individual capacity and not as Agent
hereunder.

     

    12.13.         Agent
Titles.  Each Lender, other than Bank of America, that is
designated (on the cover page of this Agreement or otherwise) by Bank of America
as an “Agent” or “Arranger” of any type shall not have any right, power,
responsibility or duty under any Loan Documents other than those applicable to
all Lenders, and shall in no event be deemed to have any fiduciary relationship
with any other Lender.

     

    12.14.         No Third
Party Beneficiaries.  This Section 12 is an agreement
solely among Lenders and Agent, and shall survive Full Payment of the
Obligations.  This Section 12 does not confer any
rights or benefits upon any Obligor or any other Person.  As between
Obligors and Agent, any action that Agent may take under any Loan Documents or
with respect to any Obligations shall be conclusively presumed to have been
authorized and directed by Lenders.

     

    SECTION
13.    BENEFIT OF AGREEMENT;
ASSIGNMENTS AND PARTICIPATIONS

     

    13.1.           Successors
and Assigns.  This Agreement
shall be binding upon and inure to the benefit of Borrowers, Agent, Lenders, and
their respective successors and permitted assigns, except that (a) no Borrower
shall have the right to assign its rights or delegate its obligations under any
Loan Documents; and (b) any assignment by a Lender must be made in compliance
with Section
13.3.  Agent may treat the Person which made any Loan as the
owner thereof for all purposes until such Person makes an assignment in
accordance with Section
13.3.  Any authorization or consent of a Lender shall be
conclusive and binding on any subsequent transferee or assignee of such
Lender.

     

    13.2.           Participations.

     

    13.2.1.              Permitted Participants;
Effect.  Any Lender may, in the ordinary course of its business
and in accordance with Applicable Law, at any time sell to a financial
institution (“Participant”) a participating interest in the rights and
obligations of such Lender under any Loan Documents.  Despite any sale
by a Lender of participating interests to a Participant, such Lender’s
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for performance of such
obligations, such Lender shall remain the holder of its Loans and Commitments
for all purposes, all amounts payable by Borrowers shall be determined as if
such Lender had not sold such participating interests, and Borrowers and Agent
shall continue to deal solely and directly with such Lender in connection with
the Loan Documents.  Each Lender shall be solely responsible for
notifying its Participants of any matters under the Loan Documents, and Agent
and the other Lenders shall not have any obligation or liability to any such
Participant.  A Participant that would be a Foreign Lender if it were
a Lender shall not be entitled to the benefits of Section 5.8 unless Borrowers
agree otherwise in writing.

     

    13.2.2.              Voting
Rights.  Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, waiver or other
modification of any Loan Documents other than that which forgives principal,
interest or fees, reduces the stated interest rate or fees payable with respect
to any Loan or Commitment in which such Participant has an interest, postpones
the Commitment Termination Date or any date fixed for any regularly scheduled
payment of principal, interest or fees on such Loan or Commitment, or releases
any Borrower, Guarantor or substantial portion of the Collateral.

     

    13.2.3.              Benefit of
Set-Off.  Borrowers agree that each Participant shall have a
right of set-off in respect of its participating interest to the same extent as
if such interest were owing directly to a Lender, and each Lender shall also
retain the right of set-off with respect to any participating interests


     

    


    
      
        
           


        

        
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    sold by
it.  By exercising any right of set-off, a Participant agrees to share
with Lenders all amounts received through its set-off, in accordance with Section 12.5 as if such
Participant were a Lender.

     

    13.3.           Assignments.

     

    13.3.1.              Permitted
Assignments.  A Lender may assign to an Eligible Assignee any
of its rights and obligations under the Loan Documents, as long as (a) each
assignment is of a constant, and not a varying, percentage of the transferor
Lender’s rights and obligations under the Loan Documents and, in the case of a
partial assignment, is in a minimum principal amount of $5,000,000 (unless
otherwise agreed by Agent in its discretion) and integral multiples of
$1,000,000 in excess of that amount; (b) except in the case of an assignment in
whole of a Lender’s rights and obligations, the aggregate amount of the
Commitments retained by the transferor Lender is at least $5,000,000 (unless
otherwise agreed by Agent in its discretion); and (c) the parties to each such
assignment shall execute and deliver to Agent, for its acceptance and recording,
an Assignment and Acceptance.  Nothing herein shall limit the right of
a Lender to pledge or assign any rights under the Loan Documents to (i) any
Federal Reserve Bank or the United States Treasury as collateral security
pursuant to Regulation A of the Board of Governors and any Operating Circular
issued by such Federal Reserve Bank, or (ii) counterparties to swap agreements
relating to any Loans; provided, however, that any
payment by Borrowers to the assigning Lender in respect of any Obligations
assigned as described in this sentence shall satisfy Borrowers’ obligations
hereunder to the extent of such payment, and no such assignment shall release
the assigning Lender from its obligations hereunder.

     

    13.3.2.              Effect; Effective
Date.  Upon delivery to Agent of an assignment notice in the
form of Exhibit D and a
processing fee of $3,500 (unless otherwise agreed by Agent in its discretion),
the assignment shall become effective as specified in the notice, if it complies
with this Section
13.3.  From such effective date, the Eligible Assignee shall
for all purposes be a Lender under the Loan Documents, and shall have all rights
and obligations of a Lender thereunder.  Upon consummation of an
assignment, the transferor Lender, Agent and Borrowers shall make appropriate
arrangements for issuance of replacement and/or new Notes, as
applicable.  The transferee Lender shall comply with Section 5.9 and deliver, upon
request, an administrative questionnaire satisfactory to Agent.

     

    13.3.3.              Loan
Register.  The
Agent shall maintain at one of its offices a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and LC Obligations owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”).  The entries in the
Register shall be conclusive, and the Borrowers, the Agent, the Issuing Bank and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.  The
Register shall be available for inspection by the Borrowers, the Issuing Bank
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

     

    SECTION
14.            MISCELLANEOUS

     

    14.1.           Consents,
Amendments and Waivers.

     

    14.1.1.              Amendment.  No
modification of any Loan Document, including any extension or amendment of a
Loan Document or any waiver of a Default or Event of Default, shall be effective
without the prior written agreement of Agent (with the consent of Required
Lenders) and each Obligor party to such Loan Document; provided, however,
that

     

    


    
      
        
           


        

        
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    (a)            without
the prior written consent of Agent, no modification shall be effective with
respect to any provision in a Loan Document that relates to any rights, duties
or discretion of Agent;

     

    (b)           without
the prior written consent of Issuing Bank, no modification shall be effective
with respect to any LC Obligations or Section 2.2;

     

    (c)           without
the prior written consent of each affected Lender, no modification shall be
effective that would (i) increase the Commitment of such Lender; or (ii) reduce
the amount of, or waive or delay payment of, any principal, interest or fees
payable to such Lender; and

     

    (d)           without
the prior written consent of all Lenders (except a defaulting Lender as provided
in Section 4.2), no
modification shall be effective that would (i) extend the Revolver Termination
Date; (ii) alter Section 2.3,
5.5, 7.1 (except to add Collateral) or 14.1.1; (iii) amend the
definitions of Borrowing Base (and the defined terms used in such definition),
Pro Rata, Revolving Credit Facility or Required Lenders; (iv) increase any
advance rate, decrease the Availability Block or increase total Commitments;
(vi) release Collateral with a book value greater than $1,000,000 during any
calendar year, except as currently contemplated by the Loan Documents,
including, without limitation, as contemplated by Section 12.2.1 of this
Agreement; or (vii) release any Obligor from liability for any Obligations, if
such Obligor is Solvent at the time of the release.

     

    14.1.2.              Limitations.  The
agreement of Borrowers shall not be necessary to the effectiveness of any
modification of a Loan Document that deals solely with the rights and duties of
Lenders, Agent and/or Issuing Bank as among
themselves.  Notwithstanding Section 14.1.1, only the
consent of the parties to the Fee Letter, any Lien Waiver, Deposit Account
Control Agreement, or any agreement relating to a Bank Product shall be required
for any modification of such agreement, and no Affiliate of a Lender that is
party to a Bank Product agreement shall have any other right to consent to or
participate in any manner in modification of any other Loan
Document.  The making of any Loans during the existence of a Default
or Event of Default shall not be deemed to (i) constitute a waiver of such
Default or Event of Default or (ii) establish a course of
dealing.  Any waiver or consent granted by Lenders hereunder shall be
effective only if in writing, and then only in the specific instance and for the
specific purpose for which it is given.  Notwithstanding any of the
foregoing, Agent, acting in its sole discretion, reasonably exercised, and the
Obligors may (without the consent of any Lender) amend or supplement this
Agreement and the other Loan Documents to cure any ambiguity, defect or
inconsistency or to make a modification of a minor, consistency or technical
nature or to correct a manifest error.

     

    14.1.3.              Payment for
Consents.  No Borrower will, directly or indirectly, pay any
remuneration or other thing of value, whether by way of additional interest, fee
or otherwise, to any Lender (in its capacity as a Lender hereunder) as
consideration for agreement by such Lender with any modification of any Loan
Documents, unless such remuneration or value is concurrently paid, on the same
terms, on a Pro Rata basis to all Lenders providing their consent.

     

    14.2.           Indemnity.  EACH OBLIGOR SHALL INDEMNIFY AND HOLD
HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED
AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN
INDEMNITEE.  In no event shall any party to a Loan Document
have any obligation thereunder to indemnify or hold harmless an Indemnitee with
respect to a Claim that is determined in a final, non-appealable judgment by a
court of competent jurisdiction to result from the gross negligence or willful
misconduct of such Indemnitee.

     

    


    
      
        
           


        

        
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14.3.           Notices
and Communications.

     

    14.3.1.              Notice
Address.  Subject to Section 4.1.4, all notices and
other communications by or to a party hereto shall be in writing and shall be
given to any Obligor, at Borrower Agent’s address shown on the signature pages
hereof, and to any other Person at its address shown on the signature pages
hereof (or, in the case of a Person who becomes a Lender after the Closing Date,
at the address shown on its Assignment and Acceptance), or at such other address
as a party may hereafter specify by notice in accordance with this Section 14.3.  Each
such notice or other communication shall be effective only (a) if given by
facsimile transmission, when transmitted to the applicable facsimile number, if
confirmation of receipt is received; (b) if given by mail, three Business Days
after deposit in the U.S. mail, with first-class postage pre-paid, addressed to
the applicable address; or (c) if given by personal delivery, when duly
delivered to the notice address with receipt
acknowledged.  Notwithstanding the foregoing, no notice to Agent
pursuant to Section 2.1.4,
2.2,
3.1.2 or
4.1.1
shall be effective until actually received by the individual to whose
attention at Agent such notice is required to be sent.  Any written
notice or other communication that is not sent in conformity with the foregoing
provisions shall nevertheless be effective on the date actually received by the
noticed party.  Any notice received by Borrower Agent shall be deemed
received by all Obligors.

     

    14.3.2.              Electronic Communications;
Voice Mail.  Electronic mail and internet websites may be used
only for routine communications, such as financial statements, Borrowing Base
Certificates and other information required by Section 10.1.2, administrative
matters, distribution of Loan Documents for execution, and matters permitted
under Section
4.1.4.  Agent and Lenders make no assurances as to the privacy
and security of electronic communications.  Electronic and voice mail
may not be used as effective notice under the Loan Documents.

     

    14.3.3.              Non-Conforming
Communications.  Agent and Lenders may rely upon any notices
purportedly given by or on behalf of any Borrower even if such notices were not
made in a manner specified herein, were incomplete or were not confirmed, or if
the terms thereof, as understood by the recipient, varied from a later
confirmation.  Each Borrower shall indemnify and hold harmless each
Indemnitee from any liabilities, losses, costs and expenses arising from any
telephonic communication purportedly given by or on behalf of a
Borrower.

     

    14.4.           Performance
of Obligors’ Obligations.  Agent may, in its
discretion at any time and from time to time, at Borrowers’ expense, pay any
amount or do any act required of any Obligor under any Loan Documents or
otherwise lawfully requested by Agent to (a) enforce any Loan Documents or
collect any Obligations; (b) protect, insure, maintain or realize upon any
Collateral; or (c) defend or maintain the validity or priority of Agent’s Liens
in any Collateral, including any payment of a judgment, insurance premium,
warehouse charge, finishing or processing charge, or landlord claim, or any
discharge of a Lien.  All payments, costs and expenses (including
Extraordinary Expenses) of Agent under this Section shall be reimbursed to Agent
by Obligors, on demand,
with interest from the date incurred to the date of payment thereof at the
Default Rate applicable to Base Rate Revolver Loans.  Any payment made
or action taken by Agent under this Section shall be without prejudice to any
right to assert an Event of Default or to exercise any other rights or remedies
under the Loan Documents.

     

    14.5.           Credit
Inquiries.  Each Obligor
hereby authorizes Agent and Lenders (but they shall have no obligation) to
respond to usual and customary credit inquiries from third parties concerning
any Obligor or Subsidiary.

     

    14.6.           Severability.  Wherever
possible, each provision of the Loan Documents shall be interpreted in such
manner as to be valid under Applicable Law.  If any provision is found
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    under
Applicable Law, it shall be ineffective only to the extent of such invalidity
and the remaining provisions of the Loan Documents shall remain in full force
and effect.

     

    14.7.           Cumulative
Effect; Conflict of Terms.  The provisions of
the Loan Documents are cumulative.  The parties acknowledge that the
Loan Documents may use several limitations, tests or measurements to regulate
similar matters, and they agree that these are cumulative and that each must be
performed as provided.  Except as otherwise provided in another Loan
Document (by specific reference to the applicable provision of this Agreement),
if any provision contained herein is in direct conflict with any provision in
another Loan Document, the provision herein shall govern and
control.

     

    14.8.           Counterparts;
Facsimile Signatures.  Any Loan Document
may be executed in counterparts, each of which shall constitute an original, but
all of which when taken together shall constitute a single
contract.  This Agreement shall become effective when Agent has
received counterparts bearing the signatures of all parties
hereto.  Delivery of a signature page of any Loan Document by telecopy
or electronic mail shall be effective as delivery of a manually executed
counterpart of such agreement.  Any of the Loan Documents may be
executed and delivered by facsimile or electronic mail, and will have the same
force and effect as manually signed originals.  A Lender may require
confirmation by a manually signed original, but failure to request or deliver
same will not limit the effectiveness of any facsimile or electronically
delivered signature.

     

    14.9.           Entire
Agreement.  Time is of the
essence of the Loan Documents.  The Loan Documents constitute the
entire contract among the parties relating to the subject matter hereof, and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.

     

    14.10.         Relationship
with Lenders.  The obligations
of each Lender hereunder are several, and no Lender shall be responsible for the
obligations or Commitments of any other Lender.  Amounts payable
hereunder to each Lender shall be a separate and independent debt, and each
Lender shall be entitled, to the extent not otherwise restricted hereunder, to
protect and enforce its rights arising out of the Loan Documents.  It
shall not be necessary for Agent or any other Lender to be joined as an
additional party in any proceeding for such purposes.  Nothing in this
Agreement and no action of Agent or Lenders pursuant to the Loan Documents shall
be deemed to constitute Agent and Lenders to be a partnership, association,
joint venture or any other kind of entity, nor to constitute control of any
Obligor.

     

    14.11.         No
Control; No Advisory or Fiduciary Responsibility.  Nothing in any
Loan Document and no action of a Lender pursuant to any Loan Document shall be
deemed to constitute control of any Obligor by a Lender.  In
connection with all aspects of each transaction contemplated by any Loan
Document, Obligors acknowledge and agree that (a)(i) this credit facility and
any related arranging or other services by Agent, any Lender, any of their
Affiliates or any arranger are arm’s-length commercial transactions between
Obligors and such Person; (ii) Obligors have consulted their own legal,
accounting, regulatory and tax advisors to the extent they have deemed
appropriate; and (iii) Obligors are capable of evaluating and understanding, and
do understand and accept, the terms, risks and conditions of the transactions
contemplated by the Loan Documents; (b) each of Agent, Lenders, their Affiliates
and any arranger is and has been acting solely as a principal in connection with
this credit facility, is not the financial advisor, agent or fiduciary for
Obligors, any of their Affiliates or any other Person, and has no obligation
with respect to the transactions contemplated by the Loan Documents except as
expressly set forth therein; and (c) Agent, Lenders, their Affiliates and any
arranger may be engaged in a broad range of transactions that involve interests
that differ from Obligors and their Affiliates, and have no obligation to
disclose any of such interests to Obligors or their Affiliates.  To
the fullest extent permitted by Applicable Law, each Obligor hereby waives and
releases any claims that it may have against Agent,

     

    


    
      
        
           


        

        
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    Lenders,
their Affiliates and any arranger with respect to any breach or alleged breach
of agency or fiduciary duty in connection with any aspect of any transaction
contemplated by a Loan Document.

     

    14.12.         Confidentiality.  Each
of Agent, Lenders and Issuing Bank agrees to maintain the confidentiality of all
Information (as defined below) with the same degree of care that it uses to
protect its confidential information, but in no event less than a reasonable
degree of care, except that Information may be disclosed (a) to its Affiliates
and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, advisors and representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential); (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners); (c) to
the extent required by Applicable Law or by any subpoena or similar legal
process; (d) to any other party hereto; (e) to the extent necessary, in
connection with the exercise of any remedies, the enforcement of any rights, or
any action or proceeding relating to any Loan Documents; (f) subject to an
agreement containing provisions substantially the same as those of this Section,
to any Transferee or any actual or prospective party (or its advisors) to any
Bank Product; (g) with the consent of Obligors; or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to Agent, any Lender, Issuing Bank or any
of their Affiliates on a nonconfidential basis from a source other than
Obligors.  Notwithstanding the foregoing, Agent and Lenders may issue
and disseminate to the public general information describing this credit
facility, including the names and addresses of Obligors and a general
description of Obligors’ businesses, and may use Obligors’ names in advertising
and other promotional materials.  For purposes of this Section, “Information” means
all information received from an Obligor or Subsidiary relating to it or its
business, or to the Collateral, or other than any information that is available
to Agent, any Lender or Issuing Bank on a nonconfidential basis prior to
disclosure by the Obligor or Subsidiary, provided that, in the
case of information received from an Obligor or Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information pursuant to this Section shall be considered to have complied with
its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own similar confidential information.  Each of Agent, Lenders and
Issuing Bank acknowledges that (i) Information may include material non-public
information concerning an Obligor or Subsidiary (including personally
identifiable information of an Obligor’s or Subsidiary’s partners, directors,
officers, employees, agents or customers); (ii) it has developed compliance
procedures regarding the use of material non-public information; and (iii) it
will handle such material non-public information in accordance with Applicable
Law, including federal and state securities laws.

     

    14.13.         GOVERNING
LAW.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS
OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO
FEDERAL LAWS RELATING TO NATIONAL BANKS).

     

    14.14.         Consent
to Forum.

     

    14.14.1.          Forum.  EACH OBLIGOR HEREBY CONSENTS TO THE
NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH
JURISDICTION OVER THE STATE OF NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING
IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE
BROUGHT BY IT SOLELY IN ANY SUCH COURT.  EACH OBLIGOR IRREVOCABLY
WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH
COURT’S PERSONAL OR SUBJECT MATTER

     

    


    
      
        
           


        

        
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    JURISDICTION, VENUE OR INCONVENIENT
FORUM.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3.1.  Nothing
herein shall limit the right of Agent or any Lender to bring proceedings against
any Obligor in any other court, nor limit the right of any party to serve
process in any other manner permitted by Applicable Law.  Nothing in
this Agreement shall be deemed to preclude enforcement by Agent of any judgment
or order obtained in any forum or jurisdiction.

     

    14.15.         Waivers
by Obligors.  To the fullest extent permitted by
Applicable Law, each Obligor waives (a) the right to trial by jury (which Agent
and each Lender hereby also waives) in any proceeding or dispute of any kind
relating in any way to any Loan Documents, Obligations or Collateral; (b)
presentment, demand, protest, notice of presentment, default, non-payment,
maturity, release, compromise, settlement, extension or renewal of any
commercial paper, accounts, documents, instruments, chattel paper and guaranties
at any time held by Agent on which an Obligor may in any way be liable, and
hereby ratifies anything Agent may do in this regard; (c) notice prior to taking
possession or control of any Collateral; (d) any bond or security that might be
required by a court prior to allowing Agent to exercise any rights or remedies;
(e) the benefit of all valuation, appraisement and exemption laws; (f) any claim
against Agent or any Lender, on any theory of liability, for special, indirect,
consequential, exemplary or punitive damages (as opposed to direct or actual
damages) in any way relating to any Enforcement Action, Obligations, Loan
Documents or transactions relating thereto; and (g) notice of acceptance
hereof.  Each Obligor acknowledges that the foregoing waivers
are a material inducement to Agent and Lenders entering into this Agreement and
that Agent and Lenders are relying upon the foregoing in their dealings with
Obligors.  Each Obligor has reviewed the foregoing waivers with its
legal counsel and has knowingly and voluntarily waived its jury trial and other
rights following consultation with legal counsel.  In the event of
litigation, this Agreement may be filed as a written consent to a trial by the
court.

     

    14.16.         Patriot
Act Notice.  Agent and Lenders hereby notify Borrowers that
pursuant to the requirements of the Patriot Act, Agent and Lenders are required
to obtain, verify and record information that identifies each Borrower,
including its legal name, address, tax ID number and other information that will
allow Agent and Lenders to identify it in accordance with the Patriot
Act.  Agent and Lenders will also require information regarding each
personal guarantor, if any, and may require information regarding Borrowers’
management and owners, such as legal name, address, social security number and
date of birth.

     

    14.17.         Amendment and
Restatement.

     

    (a)           Each
Obligor, Agent, Issuing Bank and Lenders hereby agree that upon the
effectiveness of this Agreement, the terms and provisions of the Existing Credit
Agreement shall be and hereby are amended and restated in their entirety by the
terms and conditions of this Agreement and the terms and provisions of the
Existing Credit Agreement, except as otherwise provided in the next paragraph,
shall be superseded by this Agreement.

     

    (b)           Notwithstanding
the amendment and restatement of the Existing Credit Agreement by this
Agreement, Parent and each applicable Borrower shall continue to be liable to
Agent and Lenders with respect to agreements on the part of Parent and Borrowers
under the Existing Credit Agreement to indemnify and hold harmless Agent and
Lenders from and against all claims, demands, liabilities, damages, losses,
costs, charges and expenses to which Agent and Lenders may be subject arising in
connection with the Existing Credit Agreement.  This Agreement is
given as a substitution of, and not as a payment of, the obligations of
Borrowers and Parent under the Existing Credit Agreement and is not intended to
constitute a novation of the Existing Credit Agreement.  Upon the
effectiveness of

     

    


    
      
        
           


        

        
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    this
Agreement all amounts outstanding and owing by Borrowers under the Existing
Credit Agreement shall constitute Obligations hereunder.

     

    (c)           By
execution of this Agreement all parties hereto agree that (i) each of the
“Security Instruments” and other “Loan Documents” under the Existing Credit
Agreement are hereby amended and restated by the Loan Documents hereunder and
(ii) all security interests and liens granted under the “Security Instruments”
under the Existing Loan Agreement shall continue and secure the Obligations
hereunder and the obligations of the Guarantors under the Loan
Documents.

     

    [Remainder
of page intentionally left blank; signatures begin on following
page.]

     

    


    
      
        
          
          

        

        
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    IN WITNESS WHEREOF, this
Agreement has been executed and delivered as of the date set forth
above.

     

    
      	 
      	
              BORROWERS:

               

              COVENANT
      TRANSPORT, INC.

               

              By:  /s/
      M. David Hughes

              Name:                    M.
      David Hughes

              Title:                      Senior
      Vice President of Fleet Managementand 

                                            
      Procurement and
      Treasurer

               

              Address:               400
      Birmingham Highway

                  Chattanooga,
      TN 37419

                     Attn:  M.
      David Hughes

                    
      Telecopy: (423) 825-7594

               

            
	 
      	
              CTG
      LEASING COMPANY

              SOUTHERN
      REFRIGERATED TRANSPORT, INC.

              STAR
      TRANSPORTATION, INC.

               

              By:  /s/
      M. David Hughes

              Name:                    M.
      David Hughes

              Title:                     
      Vice President

               

              Address:               400
      Birmingham Highway

                  Chattanooga, TN
      37419

                     Attn:  M.
      David Hughes

                    
      Telecopy: (423) 825-7594

               

            
	 
      	
              COVENANT
      ASSET MANAGEMENT, INC.

              COVENANT
      TRANSPORT SOLUTIONS, INC.

               

              By:  /s/
      M. David Hughes

              Name:                    M.
      David Hughes

              Title:                      Treasurer

               

              Address:               400
      Birmingham Highway

                  Chattanooga,
      TN 37419

                     
      Attn:  M. David Hughes

                     
      Telecopy: (423) 825-7594

               

            


    

    


    
      
        
          
            THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

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              PARENT:

               

              COVENANT
      TRANSPORTATION GROUP, INC.

               

              By:  /s/
      M. David Hughes

              Name:                    M.
      David Hughes

              Title:                      Senior
      Vice President and Treasurer

               

              Address:               400
      Birmingham Highway

                  Chattanooga,
      TN 37419

                     Attn:  M.
      David Hughes

                    
      Telecopy: (423) 825-7594

               

            
	 
      	 
      


    

    


    
      
        
          
            THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

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              AGENT
      AND LENDERS:

               

              BANK OF AMERICA,
      N.A.,

              as
      Agent and Lender

               

              By:    /s/
      Douglas Cowan

              Name:                    Douglas
      Cowan                                                      

              Title:                      Senior
      Vice President

               

              Address:               300
      Galleria Parkway, Suite 800

                    
      Atlanta, GA 30339-3153   

                    
      Attn:  Zarah Elliott

                    
      Telecopy: (423) 825-7594

               

            


    

    


    
      
        
          
            THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

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              JPMORGAN
      CHASE BANK, N.A.

               

              By:  /s/
      Jeff A. Tompkins

              Name:                    Jeff
      A. Tompkins

              Title:                      Vice
      President

               

              Address:               2200
      Ross Avenue, 9th
      Floor TX102921

                                             Dallas,
      TX  75201

                                             Attention: 
      Jeff Tompkins

                                             Telecopy:
      214-965-2594

               

            


    

    


    
      
        
          
            THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

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              TEXTRON
      FINANCIAL CORPORATION

               

              By:   /s/
      Susan M. Hall

              Name:                    Susan
      M. Hall

              Title:                      Senior
      Account Executive

               

              Address:               575
      Great oaks Way, Suite 210

                                             Alpharetta,
      Georgia  30022

                                             Attention: 
      Susan Hall

                                             Telecopy:
      770-360-1672

               

            


    

    
       

      Back to Form 10-Q

       

       

      THIRD
AMENDED AND RESTATED CREDIT AGREEMENT

      Signature
Page