AMENDED
        AND RESTATED

      CREDIT
        AGREEMENT

       

      dated
        as of August 23, 2007

       

      among

      


      PAC-VAN,
        INC.,

      as
        the Company

      


      THE
        VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,

      as
        Lenders,

      


      and

      


      LASALLE
        BANK NATIONAL ASSOCIATION,

      as
        Administrative Agent and Collateral Agent

      


      and

      


      NATIONAL
        CITY BANK,

      as
        Documentation Agent

       

      
        
 

      LASALLE
        BANK NATIONAL ASSOCIATION,

      as
        Arranger

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

        
          	
                  SECTION
                    1

                	
                  DEFINITIONS

                	
                  1

                
	
                  1.1

                	
                  Definitions

                	
                  1

                
	
                  1.2

                	
                  Other
                    Interpretive Provisions

                	
                  19

                
	 	 	 
	
                  SECTION
                    2

                	
                  COMMITMENTS
                    OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF 

                	
                   

                
	CREDIT
                  PROCEDURES	
                  20

                
	
                  2.1

                	Commitments	
                  20

                
	 	
                  2.1.1

                	
                  Revolving
                    Loan Commitment

                	
                  20

                
	 	
                  2.1.2

                	
                  L/C
                    Commitment

                	
                  20

                
	
                  2.2

                	Loan
                  Procedures.	
                  20

                
	 	
                  2.2.1

                	
                  Various
                    Types of Loans

                	
                  20

                
	 	
                  2.2.2

                	
                  Borrowing
                    Procedures

                	
                  21

                
	 	
                  2.2.3

                	
                  Conversion
                    and Continuation Procedures

                	
                  21

                
	 	
                  2.2.4

                	
                  Swing
                    Line Facility.

                	
                  22

                
	
                  2.3

                	Letter
                  of Credit Procedures.	
                  24

                
	 	
                  2.3.1

                	
                  L/C
                    Applications

                	
                  24

                
	 	
                  2.3.2

                	
                  Participations
                    in Letters of Credit

                	
                  24

                
	 	
                  2.3.3

                	
                  Reimbursement
                    Obligations

                	
                  25

                
	 	
                  2.3.4

                	
                  Funding
                    by Lenders to Issuing Lender

                	
                  25

                
	
                  2.4

                	
                  Commitments
                    Several

                	
                  26

                
	
                  2.5

                	
                  Certain
                    Conditions

                	
                  26

                
	 	 	 
	
                  SECTION
                    3

                	
                  EVIDENCING
                    OF LOANS

                	
                  26

                
	
                  3.1

                	
                  Notes

                	
                  26

                
	
                  3.2

                	
                  Recordkeeping

                	
                  26

                
	 	 	 
	
                  SECTION
                    4

                	
                  INTEREST

                	
                  27

                
	
                  4.1

                	
                  Interest
                    Rates

                	
                  27

                
	
                  4.2

                	
                  Interest
                    Payment Dates

                	
                  27

                
	
                  4.3

                	
                  Setting
                    and Notice of LIBOR Rates

                	
                  27

                
	
                  4.4

                	
                  Computation
                    of Interest

                	
                  27

                
	 	 	 
	
                  SECTION
                    5

                	
                  FEES

                	
                  27

                
	
                  5.1

                	
                  Non-Use
                    Fee

                	
                  27

                
	
                  5.2

                	
                  Letter
                    of Credit Fees

                	
                  28

                
	
                  5.3

                	
                  Administrative
                    Agent’s Fees

                	
                  28

                
	 	 	 
	
                  SECTION
                    6

                	
                  REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS

                	
                  28

                
	
                  6.1

                	
                  Reduction
                    or Termination of the Revolving Commitment.

                	
                  28

                
	 	
                  6.1.1

                	
                  Voluntary
                    Reduction or Termination of the Revolving Commitment

                	
                  28

                
	 	
                  6.1.2

                	
                  Mandatory
                    Reductions of Revolving Commitment

                	
                  29

                
	 	
                  6.1.3

                	
                  All
                    Reductions of the Revolving Commitment

                	
                  29

                
	
                  6.2

                	Prepayments.	
                  29

                
	 	
                  6.2.1

                	
                  Voluntary
                    Prepayments

                	
                  29

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	
                  6.3

                	
                  Manner
                    of Prepayments.

                	
                  30

                
	
                  6.4

                	
                  Repayments.

                	
                  30

                
	 	 	 
	
                  SECTION
                    7

                	
                  MAKING
                    AND PRORATION OF PAYMENTS; SETOFF; TAXES.

                	
                  30

                
	
                  7.1

                	
                  Making
                    of Payments

                	
                  30

                
	
                  7.2

                	
                  Application
                    of Certain Payments

                	
                  30

                
	
                  7.3

                	
                  Due
                    Date Extension

                	
                  30

                
	
                  7.4

                	
                  Setoff

                	
                  31

                
	
                  7.5

                	
                  Proration
                    of Payments

                	
                  31

                
	
                  7.6

                	
                  Taxes.

                	
                  31

                
	 	 	 
	
                  SECTION
                    8

                	
                  INCREASED
                    COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

                	
                  33

                
	
                  8.1

                	
                  Increased
                    Costs

                	
                  33

                
	
                  8.2

                	
                  Basis
                    for Determining Interest Rate Inadequate or Unfair

                	
                  34

                
	
                  8.3

                	
                  Changes
                    in Law Rendering LIBOR Loans Unlawful

                	
                  34

                
	
                  8.4

                	
                  Funding
                    Losses

                	
                  35

                
	
                  8.5

                	
                  Right
                    of Lenders to Fund through Other Offices

                	
                  35

                
	
                  8.6

                	
                  Discretion
                    of Lenders as to Manner of Funding

                	
                  35

                
	
                  8.7

                	
                  Mitigation
                    of Circumstances; Replacement of Lenders

                	
                  35

                
	
                  8.8

                	
                  Conclusiveness
                    of Statements; Survival of Provisions

                	
                  36

                
	 	 	 
	
                  SECTION
                    9

                	
                  REPRESENTATIONS
                    AND WARRANTIES.

                	
                  36

                
	
                  9.1

                	
                  Organization

                	
                  36

                
	
                  9.2

                	
                  Authorization;
                    No Conflict

                	
                  36

                
	
                  9.3

                	
                  Validity
                    and Binding Nature

                	
                  36

                
	
                  9.4

                	
                  Financial
                    Condition

                	
                  37

                
	
                  9.5

                	
                  No
                    Material Adverse Change

                	
                  37

                
	
                  9.6

                	
                  Litigation
                    and Contingent Liabilities

                	
                  37

                
	
                  9.7

                	
                  Ownership
                    of Properties; Liens

                	
                  37

                
	
                  9.8

                	
                  Equity
                    Ownership; Subsidiaries

                	
                  37

                
	
                  9.9

                	
                  Pension
                    Plans

                	
                  37

                
	
                  9.10

                	
                  Investment
                    Company Act

                	
                  38

                
	
                  9.11

                	
                  Public
                    Utility Holding Company Act

                	
                  38

                
	
                  9.12

                	
                  Regulation
                    U

                	
                  38

                
	
                  9.13

                	
                  Taxes.

                	
                  38

                
	
                  9.14

                	
                  Solvency,
                    etc

                	
                  39

                
	
                  9.15

                	
                  Environmental
                    Matters

                	
                  39

                
	
                  9.16

                	
                  Insurance

                	
                  39

                
	
                  9.17

                	
                  Real
                    Property

                	
                  40

                
	
                  9.18

                	
                  Information

                	
                  40

                
	
                  9.19

                	
                  Intellectual
                    Property

                	
                  40

                
	
                  9.20

                	
                  Burdensome
                    Obligations

                	
                  40

                
	
                  9.21

                	
                  Labor
                    Matters

                	
                  40

                
	
                  9.22

                	
                  No
                    Default

                	
                  40

                
	
                  9.23

                	
                  Subordinated
                    Debt

                	
                  40

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	
                  SECTION
                    10

                	
                  AFFIRMATIVE
                    COVENANTS.

                	
                  41

                
	
                  10.1

                	
                  Reports,
                    Certificates and Other Information

                	
                  41

                
	 	
                  10.1.1

                	
                  Annual
                    Report

                	
                  41

                
	 	
                  10.1.2

                	
                  Interim
                    Reports

                	
                  41

                
	 	
                  10.1.3

                	
                  Compliance
                    Certificates

                	
                  42

                
	 	
                  10.1.4

                	
                  Reports
                    to the SEC and to Shareholders

                	
                  42

                
	 	
                  10.1.5

                	
                  Notice
                    of Default, Litigation and ERISA Matters

                	
                  42

                
	 	
                  10.1.6

                	
                  Borrowing
                    Base Certificates

                	
                  43

                
	 	
                  10.1.7

                	
                  Management
                    Reports

                	
                  43

                
	 	
                  10.1.8

                	
                  Projections

                	
                  43

                
	 	
                  10.1.9

                	
                  Subordinated
                    Debt Notices

                	
                  43

                
	 	
                  10.1.10

                	
                  Other
                    Information

                	
                  43

                
	
                  10.2

                	
                  Books,
                    Records and Inspections

                	
                  43

                
	
                  10.3

                	
                  Maintenance
                    of Property; Insurance

                	
                  44

                
	
                  10.4

                	
                  Compliance
                    with Laws; Payment of Taxes and Liabilities

                	
                  45

                
	
                  10.5

                	
                  Maintenance
                    of Existence, etc

                	
                  45

                
	
                  10.6

                	
                  Use
                    of Proceeds

                	
                  45

                
	
                  10.7

                	
                  Employee
                    Benefit Plans.

                	
                  45

                
	
                  10.8

                	
                  Environmental
                    Matters

                	
                  46

                
	
                  10.9

                	
                  Further
                    Assurances

                	
                  46

                
	
                  10.10

                	
                  Deposit
                    Accounts

                	
                  46

                
	 	 	 
	
                  SECTION
                    11

                	
                  NEGATIVE
                    COVENANTS

                	
                  46

                
	
                  11.1

                	
                  Debt

                	
                  47

                
	
                  11.2

                	
                  Liens

                	
                  47

                
	
                  11.3

                	
                  Intentionally
                    Omitted

                	
                  48

                
	
                  11.4

                	
                  Restricted
                    Payments

                	
                  48

                
	
                  11.5

                	
                  Mergers,
                    Consolidations, Sales

                	
                  48

                
	
                  11.6

                	
                  Modification
                    of Organizational Documents

                	
                  50

                
	
                  11.7

                	
                  Transactions
                    with Affiliates

                	
                  50

                
	
                  11.8

                	
                  Unconditional
                    Purchase Obligations

                	
                  50

                
	
                  11.9

                	
                  Inconsistent
                    Agreements

                	
                  50

                
	
                  11.10

                	
                  Business
                    Activities; Issuance of Equity

                	
                  50

                
	
                  11.11

                	
                  Investments

                	
                  51

                
	
                  11.12

                	
                  Restriction
                    of Amendments to Certain Documents

                	
                  51

                
	
                  11.13

                	
                  Fiscal
                    Year

                	
                  51

                
	
                  11.14

                	
                  Financial
                    Covenants.

                	
                  51

                
	 	
                  11.14.1

                	
                  EBITDA

                	
                  51

                
	 	
                  11.14.2

                	
                  Fixed
                    Charge Coverage Ratio

                	
                  52

                
	 	
                  11.14.3

                	
                  Interest
                    Coverage Ratio

                	
                  52

                
	 	
                  11.14.4

                	
                  Senior
                    Debt to EBITDA Ratio

                	
                  52

                
	 	
                  11.14.5

                	
                  Total
                    Debt to EBITDA Ratio

                	
                  52

                
	
                  11.15

                	
                  Cancellation
                    of Debt

                	
                  52

                
	 	 	 
	
                  SECTION
                    12

                	
                  EFFECTIVENESS;
                    CONDITIONS OF LENDING, ETC.

                	
                  52

                
	
                  12.1

                	
                  Initial
                    Credit Extension

                	
                  53

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	 	
                  12.1.1

                	
                  Notes

                	
                  53

                
	 	
                  12.1.2

                	
                  Authorization
                    Documents

                	
                  53

                
	 	
                  12.1.3

                	
                  Consents,
                    etc

                	
                  53

                
	 	
                  12.1.4

                	
                  Letter
                    of Direction

                	
                  53

                
	 	
                  12.1.5

                	
                  Guaranty
                    and Collateral Agreement

                	
                  53

                
	 	
                  12.1.6

                	
                  Subordination
                    Agreements

                	
                  53

                
	 	
                  12.1.7

                	
                  Opinions
                    of Counsel

                	
                  54

                
	 	
                  12.1.8

                	
                  Insurance

                	
                  54

                
	 	
                  12.1.9

                	
                  Payment
                    of Fees

                	
                  54

                
	 	
                  12.1.10

                	
                  Environmental
                    Reports

                	
                  54

                
	 	
                  12.1.11

                	
                  Search
                    Results; Lien Terminations

                	
                  54

                
	 	
                  12.1.12

                	
                  Filings,
                    Registrations and Recordings

                	
                  54

                
	 	
                  12.1.13

                	
                  Borrowing
                    Base Certificate

                	
                  54

                
	 	
                  12.1.14

                	
                  Closing
                    Certificate, Consents and Permits

                	
                  54

                
	 	
                  12.1.15

                	
                  Other

                	
                  54

                
	
                  12.2

                	
                  Conditions

                	
                  55

                
	
                   

                	
                  
                    12.2.1

                  

                	
                  Compliance
                    with Warranties, No Default, etc

                	
                  55

                
	
                   

                	
                  
                    12.2.2

                  

                	
                  Confirmatory
                    Certificate

                	
                  55

                
	 	 	 
	
                  SECTION
                    13

                	
                  EVENTS
                    OF DEFAULT AND THEIR EFFECT.

                	
                  55

                
	
                  13.1

                	
                  Events
                    of Default

                	
                  55

                
	 	
                  13.1.1

                	
                  Non-Payment
                    of the Loans, etc

                	
                  55

                
	 	
                  13.1.2

                	
                  Non-Payment
                    of Other Debt

                	
                  55

                
	 	
                  13.1.3

                	
                  Other
                    Material Obligations

                	
                  56

                
	 	
                  13.1.4

                	
                  Bankruptcy,
                    Insolvency, etc

                	
                  56

                
	 	
                  13.1.5

                	
                  Non-Compliance
                    with Loan Documents

                	
                  56

                
	 	
                  13.1.6

                	
                  Representations;
                    Warranties

                	
                  56

                
	 	
                  13.1.7

                	
                  Pension
                    Plans

                	
                  56

                
	 	
                  13.1.8

                	
                  Judgments

                	
                  56

                
	 	
                  13.1.9

                	
                  Invalidity
                    of Collateral Documents, etc

                	
                  57

                
	 	
                  13.1.10

                	
                  Invalidity
                    of Subordination Provisions, etc

                	
                  57

                
	 	
                  13.1.11

                	
                  Change
                    of Control

                	
                  57

                
	 	
                  13.1.12

                	
                  Material
                    Adverse Effect. The occurrence of any event having a Material
                    Adverse
                    Effect

                	
                  57

                
	
                  13.2

                	Effect
                  of Event of Default	
                  57

                
	 	 	 
	
                  SECTION
                    14

                	
                  THE
                    AGENT

                	
                  58

                
	
                  14.1

                	
                  Appointment
                    and Authorization

                	
                  58

                
	
                  14.2

                	
                  Issuing
                    Lender

                	
                  58

                
	
                  14.3

                	
                  Delegation
                    of Duties

                	
                  58

                
	
                  14.4

                	
                  Exculpation
                    of Administrative Agent

                	
                  58

                
	
                  14.5

                	
                  Reliance
                    by Administrative Agent

                	
                  59

                
	
                  14.6

                	
                  Notice
                    of Default

                	
                  59

                
	
                  14.7

                	
                  Credit
                    Decision

                	
                  59

                
	
                  14.8

                	
                  Indemnification

                	
                  60

                
	
                  14.9

                	
                  Administrative
                    Agent in Individual Capacity

                	
                  60

                
	
                  14.10

                	
                  Successor
                    Administrative Agent

                	
                  61

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        

          
            	
                    14.11

                  	
                    Collateral
                      Matters

                  	
                    61

                  
	
                    14.12

                  	
                    Administrative
                      Agent May File Proofs of Claim

                  	
                    61

                  
	
                    14.13

                  	
                    Other
                      Agents; Arrangers and Managers

                  	
                    62

                  
	 	 	 
	
                    SECTION
                      15

                  	
                    GENERAL.

                  	
                    63

                  
	
                    15.1

                  	
                    Waiver;
                      Amendments

                  	
                    63

                  
	
                    15.2

                  	
                    Confirmations

                  	
                    63

                  
	
                    15.3

                  	
                    Notices

                  	
                    63

                  
	
                    15.4

                  	
                    Computations

                  	
                    63

                  
	
                    15.5

                  	
                    Costs,
                      Expenses and Taxes

                  	
                    64

                  
	
                    15.6

                  	
                    Assignments;
                      Participations.

                  	
                    64

                  
	 	
                    15.6.1

                  	
                    Assignments

                  	
                    64

                  
	 	
                    15.6.2

                  	
                    Participations

                  	
                    65

                  
	
                    15.7

                  	
                    Register

                  	
                    66

                  
	
                    15.8

                  	
                    GOVERNING
                      LAW

                  	
                    66

                  
	
                    15.9

                  	
                    Confidentiality

                  	
                    66

                  
	
                    15.10

                  	
                    Severability

                  	
                    67

                  
	
                    15.11

                  	
                    Nature
                      of Remedies

                  	
                    67

                  
	
                    15.12

                  	
                    Entire
                      Agreement

                  	
                    67

                  
	
                    15.13

                  	
                    Counterparts

                  	
                    67

                  
	
                    15.14

                  	
                    Successors
                      and Assigns

                  	
                    67

                  
	
                    15.15

                  	
                    Captions

                  	
                    67

                  
	
                    15.16

                  	
                    Patriot
                      Act Notice

                  	
                    68

                  
	
                    15.17

                  	
                    INDEMNIFICATION
                      BY THE COMPANY

                  	
                    68

                  
	
                    15.18

                  	
                    Nonliability
                      of Lenders

                  	
                    69

                  
	
                    15.19

                  	
                    FORUM
                      SELECTION AND CONSENT TO JURISDICTION

                  	
                    69

                  
	
                    15.20

                  	
                    WAIVER
                      OF JURY TRIAL

                  	
                    70

                  


          

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      ANNEXES

      


      
        	
                ANNEX
                  A

              	
                Lenders
                  and Pro Rata Shares

              
	
                ANNEX
                  B

              	
                Addresses
                  for Notices

              
	 	 
	 	
                SCHEDULES

              
	 	 
	
                SCHEDULE
                  9.6

              	
                Litigation
                  and Contingent Liabilities

              
	
                SCHEDULE
                  9.8 

              	
                Subsidiaries

              
	
                SCHEDULE
                  9.16

              	
                Insurance

              
	
                SCHEDULE
                  9.17

              	
                Real
                  Property

              
	
                SCHEDULE
                  9.21

              	
                Labor
                  Matters

              
	
                SCHEDULE
                  11.2

              	
                Existing
                  Liens

              
	
                SCHEDULE
                  11.11

              	
                Investments

              
	 	 
	 	
                EXHIBITS

              
	 	 
	
                EXHIBIT
                  A

              	
                Form
                  of Note (Section 3.1)

              
	
                EXHIBIT
                  B

              	
                Form
                  of Compliance Certificate (Section 10.1.3)

              
	
                EXHIBIT
                  C

              	
                Form
                  of Borrowing Base Certificate (Section 1.1)

              
	
                EXHIBIT
                  D

              	
                Form
                  of Assignment Agreement (Section 15.6.1)

              
	
                EXHIBIT
                  E

              	
                Form
                  of Notice of Borrowing (Section 2.2.2)

              
	
                EXHIBIT
                  F

              	
                Form
                  of Notice of Conversion/Continuation (Section
                  2.2.3)

              


      

       

      
        
          
          

        

        
          vi

          
            

          

        

        
          
          

        

      

       

      AMENDED
        AND RESTATED

      CREDIT
        AGREEMENT

       

      THIS
        AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 23, 2007 (this
“Agreement”)
        is
        entered into among PAC-VAN,
        INC., an
        Indiana corporation (the “Company”),
        the
        financial institutions that are or may from time to time become parties hereto
        (together with their respective successors and assigns, the “Lenders”)
        and
LASALLE
        BANK NATIONAL ASSOCIATION
        (in its
        individual capacity, “LaSalle”),
        as
        administrative agent and collateral agent for the Lenders, and NATIONAL
        CITY BANK, as
        documentation agent for the Lenders. 

       

      Effective
        as of June 20, 2002, Company, Administrative Agent, National City Bank of
        Indiana, Busey Bank and The National Bank of Indianapolis entered into that
        certain Amended and Restated Loan and Syndication Agreement, as amended by
        that
        certain First Amendment to Amended and Restated Loan and Syndication Agreement,
        effective as of July 16, 2002, as amended by that certain Letter Agreement
        dated
        January 13, 2003, as amended by that certain Letter Agreement dated May 27,
        2003, and as amended by that certain Letter Agreement dated August 20, 2004,
        as
        amended by a Second Amendment to Amended and Restated Loan and Syndication
        Agreement dated June 15, 2005, and as amended by a Third Amendment to Amended
        and Restated Loan and Syndication Agreement dated August 2, 2006 (as amended,
        the "Original Loan Agreement").

      


      Company
        and Lenders desire to fully amend and restate the Original Loan Agreement
        to
        extend the maturity of the existing loan, restructure and modify the existing
        loan and grant other accommodations to Company, all on the terms and subject
        to
        the conditions hereinafter set forth.

      


      In
        consideration of the mutual agreements herein contained, the parties hereto
        hereby amend, restate and replace the Original Loan Agreement in its entirety
        and agree as follows:

       

      SECTION
        1 DEFINITIONS.

       

      1.1 Definitions.
        When
        used herein the following terms shall have the following meanings:

       

      Account
        Debtor
        is
        defined in the Guaranty and Collateral Agreement.

       

      Account
        or Accounts
        is
        defined in the UCC.

       

      Acquisition
        means
        any transaction or series of related transactions for the purpose of or
        resulting, directly or indirectly, in (a) the acquisition of all or
        substantially all of the assets of a Person, or of all or substantially all
        of
        any business or division of a Person, (b) the acquisition of in excess of
        50% of
        the Capital Securities of any Person, or otherwise causing any Person to
        become
        a Subsidiary, or (c) a merger or consolidation or any other combination with
        another Person (other than a Person that is already a Subsidiary).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Administrative
        Agent
        means
        LaSalle in its capacity as administrative agent and collateral agent for
        the
        Lenders hereunder and any successor thereto in such capacity.

       

      Affected
        Loan
        - see
Section
        8.3.

       

      Affiliate
        of any
        Person means (a) any other Person which, directly or indirectly, controls
        or is
        controlled by or is under common control with such Person, (b) any officer
        or
        director of such Person and (c) with respect to any Lender, any entity
        administered or managed by such Lender or an Affiliate or investment advisor
        thereof and which is engaged in making, purchasing, holding or otherwise
        investing in commercial loans. A Person shall be deemed to be “controlled by”
any other Person if such Person possesses, directly or indirectly, power
        to vote
        5% or more of the securities (on a fully diluted basis) having ordinary voting
        power for the election of directors or managers or power to direct or cause
        the
        direction of the management and policies of such Person whether by contract
        or
        otherwise. Unless expressly stated otherwise herein, neither the Administrative
        Agent nor any Lender shall be deemed an Affiliate of any Loan
        Party.

       

      Agent
        Fee Letter
        means
        the Fee letter dated as of July 17, 2007 between the Company and the
        Administrative Agent.

       

      Agreement
        - see
        the Preamble.

       

      Applicable
        Margin
        means,
        for any day, the rate per annum set forth below opposite the level (the
“Level”)
        then
        in effect, it being understood that the Applicable Margin for (i) LIBOR Loans
        shall be the percentage set forth under the column “LIBOR Margin”, (ii) Base
        Rate Loans shall be the percentage set forth under the column “Base Rate
        Margin”, (iii) the Non-Use Fee Rate shall be the percentage set forth under the
        column “Non-Use Fee Rate” and (iv) the L/C Fee shall be the percentage set forth
        under the column “L/C Fee Rate”:

      


      
        	
                 

                Level

              	 	
                Senior
                  Debt

                to
                  EBITDA Ratio

              	 	
                LIBOR

                Margin

              	
                 

              	
                Base
                  Rate

                Margin

              	
                 

              	
                Non-Use

                Fee
                  Rate

              	
                 

              	
                L/C
                  Fee

                Rate

              	
                 

              
	
                I

              	 	Greater
                than 4.00:1	 	 	
                2.25

              	
                %

              	 	
                .25

              	
                %

              	 	
                .25

              	
                %

              	 	
                2.25

              	
                %

              
	
                II

              	 	Greater
                than 3.25:1 but less than or equal to 4.00:1	 	 	
                
                

                2.00

              	
                
                

                %

              	 	
                
                

                0

              	
                
                

                %

              	 	
                
                

                .25

              	
                
                

                %

              	 	
                
                

                2.00

              	
                
                

                %

              
	
                III

              	 	Greater
                than 2.50:1 but less than or equal to 3.25:1	 	 	
                
                

                1.75

              	
                
                

                %

              	 	
                
                

                0

              	
                
                

                %

              	 	
                
                

                .25

              	
                
                

                %

              	 	
                
                

                1.75

              	
                
                

                %

              
	
                IV

              	 	Less
                than or equal to 2.50:1	 	 	
                1.50

              	
                %

              	 	
                0

              	
                %

              	 	
                .25

              	
                %

              	 	
                1.50

              	
                %

              


      

      


      The
        LIBOR
        Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall
        be
        adjusted, to the extent applicable, on the fifth (5th) Business Day after
        the
        Company provides or is required to provide the annual and quarterly financial
        statements and other information pursuant to Sections
        10.1.1
        or
10.1.2,
        as
        applicable, and the related Compliance Certificate, pursuant to Section
        10.1.3.
        Notwithstanding anything contained in this paragraph to the contrary, (a)
        if the
        Company fails to deliver the financial statements and Compliance Certificate
        in
        accordance with the provisions of Sections 10.1.1,
        10.1.2
        and
10.1.3,
        the
        LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and the L/C Fee
        Rate
        shall be based upon Level I above beginning on the date such financial
        statements and Compliance Certificate were required to be delivered until
        the
        fifth (5th) Business Day after such financial statements and Compliance
        Certificate are actually delivered, whereupon the Applicable Margin shall
        be
        determined by the then current Level; (b) no reduction to any Applicable
        Margin
        shall become effective at any time when an Event of Default or Unmatured
        Event
        of Default has occurred and is continuing; and (c) the initial Applicable
        Margin
        on the Closing Date shall be based on Level II until the date on which the
        financial statements and Compliance Certificate are required to be delivered
        for
        the Fiscal Quarter ending September 30, 2007.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Asset
        Disposition
        means
        the sale, lease, assignment or other transfer for value (each, a “Disposition”)
        by any
        Loan Party to any Person (other than a Loan Party) of any asset or right
        of such
        Loan Party (including, the loss, destruction or damage of any thereof or
        any
        actual or threatened (in writing to any Loan Party) condemnation, confiscation,
        requisition, seizure or taking thereof) other than (a) the Disposition of
        any
        asset which is to be replaced, and is in fact replaced, within 30 days with
        another asset performing the same or a similar function, (b) the sale or
        lease
        of inventory in the ordinary course of business. 

       

      Assignee
        - see
Section
        15.6.1.

       

      Assignment
        Agreement
        - see
Section
        15.6.1.

       

      Attorney
        Costs
        means,
        with respect to any Person, all reasonable fees and charges of any counsel
        to
        such Person, the reasonable allocable cost of internal legal services of
        such
        Person, all reasonable disbursements of such internal counsel and all court
        costs and similar legal expenses.

       

      Bank
        Product Agreements
        means
        those certain cash management service agreements entered into from time to
        time
        between any Loan Party and a Lender or its Affiliates in connection with
        any of
        the Bank Products.

       

      Bank
        Product Obligations
        means
        all obligations, liabilities, contingent reimbursement obligations, fees,
        and
        expenses owing by the Loan Parties to any Lender or its Affiliates pursuant
        to
        or evidenced by the Bank Product Agreements and irrespective of whether for
        the
        payment of money, whether direct or indirect, absolute or contingent, due
        or to
        become due, now existing or hereafter arising, and including all such amounts
        that a Loan Party is obligated to reimburse to the Administrative Agent or
        any
        Lender as a result of the Administrative Agent or such Lender purchasing
        participations or executing indemnities or reimbursement obligations with
        respect to the Bank Products provided to the Loan Parties pursuant to the
        Bank
        Product Agreements.

       

      Bank
        Products
        means
        any service or facility extended to any Loan Party by any Lender or its
        Affiliates including: (a) credit cards, (b) credit card processing services,
        (c)
        debit cards, (d) purchase cards, (e) ACH transactions, (f) cash management,
        including controlled disbursement, accounts or services, or (g) Hedging
        Agreements.

       

      Base
        Rate
        means at
        any time the greater of (a) the Federal Funds Rate plus 0.5% and (b) the
        Prime
        Rate.

       

      Base
        Rate Loan
        means
        any Loan which bears interest at or by reference to the Base Rate.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Base
        Rate Margin
        - see
        the definition of Applicable Margin.

       

      Borrowing
        Base
        means an
        amount equal to the total of (a) 85%
        of
        the unpaid amount (net of such reserves and allowances as the Administrative
        Agent deems necessary in its reasonable discretion) of all Eligible Accounts
        plus
        (b) 85%
        of the Net Book Value of all Eligible Inventory (net of such reserves and
        allowances as the Administrative Agent deems necessary in its reasonable
        discretion).

       

      Borrowing
        Base Certificate
        means a
        certificate substantially in the form of Exhibit
        C.

       

      BSA
        - see
Section
        10.4.

       

      Business
        Day
        means
        any day on which LaSalle is open for commercial banking business in Chicago,
        Illinois and, in the case of a Business Day which relates to a LIBOR Loan,
        on
        which dealings are carried on in the London interbank eurodollar
        market.

       

      Capital
        Expenditures
        means
        all expenditures which, in accordance with GAAP, would be required to be
        capitalized and shown on the consolidated balance sheet of the Company,
        including expenditures in respect of Capital Leases, but excluding expenditures
        made in connection with the replacement, substitution or restoration of assets
        to the extent financed (a) from insurance proceeds (or other similar recoveries)
        paid on account of the loss of or damage to the assets being replaced or
        restored or (b) with awards of compensation arising from the taking by eminent
        domain or condemnation of the assets being replaced.

       

      Capital
        Lease
        means,
        with respect to any Person, any lease of (or other agreement conveying the
        right
        to use) any real or personal property by such Person that, in conformity
        with
        GAAP, is accounted for as a capital lease on the balance sheet of such
        Person.

       

      Capital
        Securities
        means,
        with respect to any Person, all shares, interests, participations or other
        equivalents (however designated, whether voting or non-voting) of such Person’s
        capital, whether now outstanding or issued or acquired after the Closing
        Date,
        including common shares, preferred shares, membership interests in a limited
        liability company, limited or general partnership interests in a partnership,
        interests in a Trust, interests in other unincorporated organizations or
        any
        other equivalent of such ownership interest.

       

      Cash
        Collateralize
        means to
        deliver cash collateral to the Administrative Agent in an amount equal to
        one
        hundred and ten percent (110%) of the outstanding Letters of Credit, to be
        held
        as cash collateral for outstanding Letters of Credit, pursuant to documentation
        satisfactory to the Administrative Agent. Derivatives of such term have
        corresponding meanings.

       

      Cash
        Equivalent Investment
        means,
        at any time, (a) any evidence of Debt, maturing not more than one year after
        such time, issued or guaranteed by the United States Government or any agency
        thereof, (b) commercial paper, maturing not more than one year from the date
        of
        issue, or corporate demand notes, in each case (unless issued by a Lender
        or its
        holding company) rated at least A-l by Standard & Poor’s Ratings Services, a
        division of The McGraw-Hill Companies, Inc. or P-l by Moody’s Investors Service,
        Inc., (c) any certificate of deposit, time deposit or banker’s acceptance,
        maturing not more than one year after such time, or any overnight Federal
        Funds
        transaction that is issued or sold by any Lender or its holding company (or
        by a
        commercial banking institution that is a member of the Federal Reserve System
        and has a combined capital and surplus and undivided profits of not less
        than
        $500,000,000), (d) any repurchase agreement entered into with any Lender
        (or
        commercial banking institution of the nature referred to in clause
        (c))
        which
        (i) is secured by a fully perfected security interest in any obligation of
        the
        type described in any of clauses
        (a)
        through
(c)
        above
        and (ii) has a market value at the time such repurchase agreement is entered
        into of not less than 100% of the repurchase obligation of such Lender (or
        other
        commercial banking institution) thereunder and (e) money market accounts
        or
        mutual funds which invest exclusively in assets satisfying the foregoing
        requirements, and (f) other short term liquid investments approved in writing
        by
        the Administrative Agent.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      Change
        of Control
        means
        the occurrence of any of the following events: (a) MOAC shall cease to own
        and
        control at least 100% of the outstanding Capital Securities of the Company;
        (b)
        the Company shall cease to, directly or indirectly, own and control 100%
        of each
        class of the outstanding Capital Securities of each Subsidiary; (c) a material
        change in the day to day management involvement of Ronald F. Valenta; (d)
        replacement of Company’s president, who is currently Theodore M. Mourouzis, with
        any person who has not been approved by Administrative Agent in writing,
        which
        approval shall not be unreasonably withheld; or (e) Ronald F. Valenta and
        Ronald
        L. Havner Jr. shall cease to own and control at least 51% of the outstanding
        Capital Securities of MOAC.

       

      Closing
        Date
        - see
Section
        12.1.

       

      Code
        means
        the Internal Revenue Code of 1986.

       

      Collateral
        as
        defined in the Guaranty and Collateral Agreement of even date herewith executed
        by the Loan Parties.

       

      Collateral
        Access Agreement
        means an
        agreement in form and substance reasonably satisfactory to the Administrative
        Agent pursuant to which a mortgagee or lessor of real property on which
        collateral is stored or otherwise located, or a warehouseman, processor or
        other
        bailee of Inventory or other property owned by any Loan Party, acknowledges
        the
        Liens of the Administrative Agent and waives any Liens held by such Person
        on
        such property, and, in the case of any such agreement with a mortgagee or
        lessor, permits the Administrative Agent reasonable access to and use of
        such
        real property following the occurrence and during the continuance of an Event
        of
        Default to assemble, complete and sell any Collateral stored or otherwise
        located thereon.

       

      Collateral
        Documents
        means,
        collectively, the Guaranty and Collateral Agreement, each Mortgage, each
        Collateral Access Agreement, each Perfection Certificate, each control agreement
        and any other agreement or instrument pursuant to which the Company, any
        Subsidiary or any other Person grants or purports to grant collateral to
        the
        Administrative Agent for the benefit of the Lenders or otherwise relates
        to such
        collateral.

       

      Commitment
        means,
        as to any Lender, such Lender’s commitment to make Loans, and to issue or
        participate in Letters of Credit, under this Agreement. The initial amount
        of
        each Lender’s commitment to make Loans is set forth on Annex
        A.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      Company
        - see
        the Preamble.

       

      Compliance
        Certificate
        means a
        Compliance Certificate in substantially the form of Exhibit
        B.

       

      Computation
        Period
        means
        each period of four consecutive Fiscal Quarters ending on the last day of
        a
        Fiscal Quarter.

       

      Consolidated
        Net Income
        means,
        with respect to the Company and its Subsidiaries for any period, the net
        income
        (or loss) of the Company and its Subsidiaries for such period, excluding
        any
        gains from Asset Dispositions, any extraordinary gains and any gains from
        discontinued operations.

       

      Contingent
        Liability
        means,
        with respect to any Person, each obligation and liability of such Person
        and all
        such obligations and liabilities of such Person incurred pursuant to any
        agreement, undertaking or arrangement by which such Person: (a) guarantees,
        endorses or otherwise becomes or is contingently liable upon (by direct or
        indirect agreement, contingent or otherwise, to provide funds for payment,
        to
        supply funds to, or otherwise to invest in, a debtor, or otherwise to assure
        a
        creditor against loss) the indebtedness, dividend, obligation or other liability
        of any other Person in any manner (other than by endorsement of instruments
        in
        the course of collection), including any indebtedness, dividend or other
        obligation which may be issued or incurred at some future time; (b) guarantees
        the payment of dividends or other distributions upon the Capital Securities
        of
        any other Person; (c) undertakes or agrees (whether contingently or otherwise):
        (i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation
        or liability of any other Person or any property or assets constituting security
        therefor, (ii) to advance or provide funds for the payment or discharge of
        any
        indebtedness, obligation or liability of any other Person (whether in the
        form
        of loans, advances, stock purchases, capital contributions or otherwise),
        or to
        maintain solvency, assets, level of income, working capital or other financial
        condition of any other Person, or (iii) to make payment to any other Person
        other than for value received; (d) agrees to lease property or to purchase
        securities, property or services from such other Person with the purpose
        or
        intent of assuring the owner of such indebtedness or obligation of the ability
        of such other Person to make payment
        of the
        indebtedness or obligation; (e) to induce the issuance of, or in connection
        with
        the issuance of, any letter of credit for the benefit of such other Person;
        or
        (f) undertakes or agrees otherwise to assure a creditor against loss. The
        amount
        of any Contingent Liability shall (subject to any limitation set forth herein)
        be deemed to be the outstanding principal amount (or maximum permitted principal
        amount, if larger) of the indebtedness, obligation or other liability guaranteed
        or supported thereby.

       

      Controlled
        Group
        means
        all members of a controlled group of corporations, all members of a controlled
        group of trades or businesses (whether or not incorporated) under common
        control
        and all members of an affiliated service group which, together with the Company
        or any of its Subsidiaries, are treated as a single employer under Section
        414
        of the Code or Section 4001 of ERISA.

       

      Debt
        of any
        Person means, without duplication, (a) all indebtedness of such Person, (b)
        all
        borrowed money of such Person, whether or not evidenced by bonds, debentures,
        notes or similar instruments, (c) all obligations of such Person as lessee
        under
        Capital Leases which have been or should be recorded as liabilities on a
        balance
        sheet of such Person in accordance with GAAP, (d) all obligations of such
        Person
        to pay the deferred purchase price of property or services (excluding trade
        accounts payable in the ordinary course of business), (e) all indebtedness
        secured by a Lien on the property of such Person, whether or not such
        indebtedness shall have been assumed by such Person; provided
        that if
        such Person has not assumed or otherwise become liable for such indebtedness,
        such indebtedness shall be measured at the fair market value of such property
        securing such indebtedness at the time of determination, (f) all obligations,
        contingent or otherwise, with respect to the face amount of all letters of
        credit (whether or not drawn), bankers’ acceptances and similar obligations
        issued for the account of such Person (including the Letters of Credit),
        (g) all
        Hedging Obligations of such Person, (h) all Contingent Liabilities of such
        Person, (i) all Debt of any partnership of which such Person is a general
        partner and (j) any Capital Securities or other equity instrument, whether
        or
        not mandatorily redeemable, that under GAAP is characterized as debt, whether
        pursuant to financial accounting standards board issuance No. 150 or
        otherwise.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      Debt
        to be Repaid
        means
        Debt listed on Schedule
        12.1.

       

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

       

      EBITDA
        means,
        for any period, Consolidated Net Income for such period plus,
        to the
        extent deducted in determining such Consolidated Net Income, Interest Expense,
        income tax expense, depreciation and amortization for such period plus
        those
        expenses of Matthew Claymon, Scott Claymon and/or Brent Claymon of the types
        described on Schedule 6.2(h) of that certain Agreement and Plan of Merger
        dated
        as of July 12, 2006 by and among the Company, MOAC, PV Acquisition Corporation,
        Brent Claymon, Scott Claymon and Matthew Claymon, as amended, restated,
        supplemented or otherwise modified as of the date hereof and all exhibits
        and
        schedules thereto, and paid or reimbursed to such Person by the Company for
        such
        period not to exceed One Hundred Eighty-Six Thousand and No/100 Dollars
        ($186,000.00) per annum plus
        non-cash
        expenses related to stock options for such period not to exceed Five Hundred
        Thousand and No/100 Dollars ($500,000.00) per annum, in the aggregate
plus
        non-cash
        expenses approved by the Administrative Agent in writing related to stock
        options for such period in excess of Five Hundred Thousand and No/100 Dollars
        ($500,000.00) per annum. In addition, it is acknowledged and agreed that
        for
        purposes of all calculations of EBITDA hereunder, after the consummation
        of any
        Acquisition, income statement items, cash flow statement items and other
        balance
        sheet items (whether positive or negative) attributable to the Person or
        property acquired shall, to the extent otherwise includable in the definition
        of
        EBITDA but not otherwise included in such items for the Company and its
        Subsidiaries in accordance with GAAP, be included to the extent relating
        to any
        period applicable in such calculations.

       

      Eligible
        Account
        means an
        Account owing to the Company which meets each of the following requirements
        (but
        excluding any pre-billed pick-up and tear-down charges for the
        goods):

       

      (a) it
        arises
        from the sale or lease of goods, or the rendering of services which have
        been
        fully performed by the Company; and if it arises from the sale or lease of
        goods, (i) such goods comply with such Account Debtor’s specifications (if any)
        and have been delivered to such Account Debtor and (ii) the Company has
        possession of, or if requested by the Administrative Agent has delivered
        to the
        Administrative Agent, delivery receipts evidencing such delivery;

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (b) it
        (i) is
        subject to a perfected, first priority Lien in favor of the Administrative
        Agent
        and (ii) is not subject to any other assignment, claim or Lien;

       

      (c) it
        is a
        valid, legally enforceable and unconditional obligation of the Account Debtor
        with respect thereto, and is not subject to the fulfillment of any condition
        whatsoever or any counterclaim, credit, allowance, discount, rebate or
        adjustment by the Account Debtor with respect thereto, or to any claim by
        such
        Account Debtor denying liability thereunder in whole or in part and the Account
        Debtor has not refused to accept and/or has not returned or offered to return
        any of the goods or services which are the subject of such Account;

       

      (d) there
        is
        no bankruptcy, insolvency or liquidation proceeding pending by or against
        the
        Account Debtor with respect thereto;

       

      (e) the
        Account Debtor with respect thereto is a resident or citizen of, and is located
        within, the United States, unless the sale of goods or services giving rise
        to
        such Account is on letter of credit, banker’s acceptance or other credit support
        terms reasonably satisfactory to the Administrative Agent;

       

      (f) it
        is not
        an Account arising from a “sale on approval,” “sale or return,” “consignment” or
“bill and hold” or subject to any other repurchase or return
        agreement;

       

      (g) it
        is not
        an Account with respect to which possession and/or control of the goods sold
        giving rise thereto is held, maintained or retained by the Company (or by
        any
        agent or custodian of the Company for the account of or subject to further
        and/or future direction from the Account Debtor with respect
        thereto;

       

      (h) it
        arises
        in the ordinary course of business of the Company;

       

      (i) if
        the
        Account Debtor is the United States or any department, agency or instrumentality
        thereof, the Company has assigned its right to payment of such Account to
        the
        Administrative Agent pursuant to the Assignment of Claims Act of 1940, and
        evidence (satisfactory to the Administrative Agent) of such assignment has
        been
        delivered to the Administrative Agent;

       

      (j) if
        the
        Company maintains a credit limit for an Account Debtor, the aggregate dollar
        amount of Accounts due from such Account Debtor, including such Account,
        does
        not exceed such credit limit;

       

      (k) if
        the
        Account is evidenced by chattel paper or an instrument, the originals of
        such
        chattel paper or instrument shall have been endorsed and/or assigned and
        delivered to the Administrative Agent or, in the case of electronic chattel
        paper, shall be in the control of the Administrative Agent, in each case
        in a
        manner satisfactory to the Administrative Agent;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (l) such
        Account is evidenced by an invoice delivered to the related Account Debtor
        and
        is not more than 90 days past the original invoice date thereof, according
        to
        the original terms of sale;

       

      (m) it
        is not
        an Account with respect to an Account Debtor that is located in any jurisdiction
        which has adopted a statute or other requirement with respect to which any
        Person that obtains business from within such jurisdiction must file a notice
        of
        business activities report or make any other required filings in a timely
        manner
        in order to enforce its claims in such jurisdiction’s courts unless (i) such
        notice of business activities report has been duly and timely filed or the
        Company is exempt from filing such report and has provided the Administrative
        Agent with satisfactory evidence of such exemption or (ii) the failure to
        make
        such filings may be cured retroactively by the Company for a nominal
        fee;

       

      (n) the
        Account Debtor with respect thereto is not an Affiliate of the
        Company;

       

      (o) it
        is not
        owed by an Account Debtor with respect to which 25% or more of the aggregate
        amount of outstanding Accounts owed at such time by such Account Debtor is
        classified as ineligible under clause
        (l)
        of this
        definition; 

       

      (p) if
        the
        aggregate amount of all Accounts owed by the Account Debtor thereon exceeds
        25%
        of the aggregate amount of all Accounts at such time, then all Accounts owed
        by
        such Account Debtor in excess of such amount shall be deemed
        ineligible;

       

      (q) it
        is
        otherwise not unacceptable to the Administrative Agent in its reasonable
        discretion for any other reason.

       

      An
        Account which is at any time an Eligible Account, but which subsequently
        fails
        to meet any of the foregoing requirements, shall forthwith cease to be an
        Eligible Account. Further, with respect to any Account, if the Administrative
        Agent or the Required Lenders at any time hereafter determine in its or their
        discretion that the prospect of payment or performance by the Account Debtor
        with respect thereto is materially impaired for any reason whatsoever, such
        Account shall cease to be an Eligible Account after notice of such determination
        is given to the Company.

       

      Eligible
        Inventory
        means
        Inventory of the Company, consisting of mobile office units, modular buildings,
        ground level offices and storage vans and containers, which meets each of
        the
        following requirements:

       

      (a) it
        (i) is
        subject to a perfected, first priority Lien in favor of the Administrative
        Agent
        and (ii) is not subject to any other assignment, claim or Lien;

       

      (b) it
        is
        salable and not obsolete or discontinued;

       

      (c) it
        is in
        the possession and control of the Company and it is stored and held in
        facilities owned by the Company or, if such facilities are not so owned,
        the
        Administrative Agent is in possession of a Collateral Access Agreements for
        such
        facilities equal to, at all times, not less than forty percent (40%) of the
        aggregate book value of all Inventory located at such facilities, and the
        Company is taking commercially reasonable efforts to obtain Collateral Access
        Agreements for all other facilities;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (d) it
        is not
        Inventory produced in violation of the Fair Labor Standards Act and subject
        to
        the “hot goods” provisions contained in Title 29 U.S.C. §215;

       

      (e) it
        is not
        subject to any agreement or license which would restrict the Administrative
        Agent’s ability to sell or otherwise dispose of such Inventory;

       

      (f) it
        is
        located in the United States or in any territory or possession of the United
        States that has adopted Article 9 of the Uniform Commercial Code;

       

      (g) it
        is not
“in transit” to the Company or held by the Company on consignment; 

       

      (h) it
        is not
“work-in-progress” Inventory;

       

      (i) it
        is not
        supply items or packaging;

       

      (j) it
        is not
        identified to any purchase order or contract to the extent progress or advance
        payments are received with respect to such Inventory; 

       

      (k) it
        does
        not breach any of the representations, warranties or covenants pertaining
        to
        Inventory set forth in the Loan Documents; and 

       

      (l) the
        Administrative Agent shall not have determined in its reasonable discretion
        that
        it is unacceptable due to age, type, category, quality, quantity and/or any
        other reason whatsoever.

       

      Inventory
        which is at any time Eligible Inventory but which subsequently fails to meet
        any
        of the foregoing requirements shall forthwith cease to be Eligible
        Inventory.

       

      Environmental
        Claims
        means
        all claims, however asserted, by any governmental, regulatory or judicial
        authority or other Person alleging potential liability or responsibility
        for
        violation of any Environmental Law, or for release or injury to the
        environment.

       

      Environmental
        Laws
        means
        all present or future federal, state or local laws, statutes, common law
        duties,
        rules, regulations, ordinances and codes, together with all administrative
        or
        judicial orders, consent agreements, directed duties, requests, licenses,
        authorizations and permits of, and agreements with, any governmental authority,
        in each case relating to any matter arising out of or relating to public
        health
        and safety, or pollution or protection of the environment or workplace,
        including any of the foregoing relating to the presence, use, production,
        generation, handling, transport, treatment, storage, disposal, distribution,
        discharge, emission, release, threatened release, control or cleanup of any
        Hazardous Substance. 

       

      ERISA
        means
        the Employee Retirement Income Security Act of 1974. 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Event
        of Default
        means
        any of the events described in Section
        13.1.

       

      Excluded
        Taxes
        means
        taxes based upon, or measured by, the Lender’s or Administrative Agent’s (or a
        branch of the Lender’s or Administrative Agent’s) overall net income, overall
        net receipts, or overall net profits (including franchise taxes imposed in
        lieu
        of such taxes), but only to the extent such taxes are imposed by a taxing
        authority (a) in a jurisdiction in which such Lender or Administrative Agent
        is
        organized, (b) in a jurisdiction which the Lender’s or Administrative Agent’s
        principal office is located, or (c) in a jurisdiction in which such Lender’s or
        Administrative Agent’s lending office (or branch) in respect of which payments
        under this Agreement are made is located.

       

      Federal
        Funds Rate
        means,
        for any day, a fluctuating interest rate equal for each day during such period
        to the weighted average of the rates on overnight Federal funds transactions
        with members of the Federal Reserve System arranged by Federal funds brokers,
        as
        published for such day (or, if such day is not a Business Day, for the next
        preceding Business Day) by the Federal Reserve Bank of New York, or, if such
        rate is not so published for any day which is a Business Day, the average
        of the
        quotations for such day on such transactions received by the Administrative
        Agent from three Federal funds brokers of recognized standing selected by
        the
        Administrative Agent. The Administrative Agent’s determination of such rate
        shall be binding and conclusive absent manifest error.

       

      Fiscal
        Quarter
        means a
        fiscal quarter of a Fiscal Year.

       

      Fiscal
        Year
        means
        the fiscal year of the Company and its Subsidiaries, which period shall be
        the
        12-month period ending on December 31 of each year. References to a Fiscal
        Year
        with a number corresponding to any calendar year (e.g., “Fiscal
        Year 2007”)
        refer
        to the Fiscal Year ending on December 31 of
        such
        calendar year.

       

      FRB
        means
        the Board of Governors of the Federal Reserve System or any successor
        thereto.

       

      Funded
        Debt
        means,
        as to any Person, all Debt of such Person that matures more than one year
        from
        the date of its creation (or is renewable or extendible, at the option of
        such
        Person, to a date more than one year from such date).

       

      GAAP
        means
        generally accepted accounting principles set forth from time to time in the
        opinions and pronouncements of the Accounting Principles Board and the American
        Institute of Certified Public Accountants and statements and pronouncements
        of
        the Financial Accounting Standards Board (or agencies with similar functions
        of
        comparable stature and authority within the U.S. accounting profession) and
        the
        Securities and Exchange Commission, which are applicable to the circumstances
        as
        of the date of determination.

       

      Group
        - see
Section
        2.2.1.

       

      Guaranty
        and Collateral Agreement
        means
        the Guaranty and Collateral Agreement dated as of the date hereof executed
        and
        delivered by the Loan Parties, together with any joinders thereto and any
        other
        guaranty and collateral agreement executed by a Loan Party, in each case
        in form
        and substance satisfactory to the Administrative Agent.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Hazardous
        Substances
        means
        (a) any petroleum or petroleum products, radioactive materials, asbestos
        in any
        form that is or could become friable, urea formaldehyde foam insulation,
        dielectric fluid containing levels of polychlorinated biphenyls, radon gas
        and
        mold; (b) any chemicals, materials, pollutant or substances defined as or
        included in the definition of “hazardous substances”, “hazardous waste”,
“hazardous materials”, “extremely hazardous substances”, “restricted hazardous
        waste”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants” or
        words of similar import, under any applicable Environmental Law; and (c)
        any
        other chemical, material or substance, the exposure to, or release of which
        is
        prohibited, limited or regulated by any governmental authority or for which
        any
        duty or standard of care is imposed pursuant to, any Environmental
        Law.

       

      Hedging
        Agreement
        means
        any interest rate, currency or commodity swap agreement, cap agreement or
        collar
        agreement, and any other agreement or arrangement designed to protect a Person
        against fluctuations in interest rates, currency exchange rates or commodity
        prices.

       

      Hedging
        Obligation
        means,
        with respect to any Person, any liability of such Person under any Hedging
        Agreement. The amount of any Person’s obligation in respect of any Hedging
        Obligation shall be deemed to be the incremental obligation that would be
        reflected in the financial statements of such Person in accordance with
        GAAP.

       

      Indemnified
        Liabilities
        - see
Section
        15.16.

       

      Interest
        Coverage Ratio
        means,
        for any Computation Period, the ratio of (a) EBITDA for such Computation
        Period
        less cash taxes and dividends/distributions to (b) cash Interest Expense
        for
        such Computation Period.

       

      Interest
        Expense
        means
        for any period the consolidated interest expense of the Company and its
        Subsidiaries for such period (including all imputed interest on Capital
        Leases).

       

      Interest
        Period
        means,
        as to any LIBOR Loan, the period commencing on the date such Loan is borrowed
        or
        continued as, or converted into, a LIBOR Loan and ending on the date one,
        two,
        three or six months thereafter as selected by the Company pursuant to
Section
        2.2.2
        or
2.2.3,
        as the
        case may be; provided
        that:

       

      (a) if
        any
        Interest Period would otherwise end on a day that is not a Business Day,
        such
        Interest Period shall be extended to the following Business Day unless the
        result of such extension would be to carry such Interest Period into another
        calendar month, in which event such Interest Period shall end on the preceding
        Business Day;

       

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

       

      (c) the
        Company may not select any Interest Period for a Revolving Loan which would
        extend beyond the scheduled Termination Date.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Inventory
        is
        defined in the Guaranty and Collateral Agreement.

       

      Investment
        means,
        with respect to any Person, any investment in another Person, whether by
        acquisition of any debt or Capital Security, by making any loan or advance,
        by
        becoming obligated with respect to a Contingent Liability in respect of
        obligations of such other Person (other than travel and similar advances
        to
        employees in the ordinary course of business) or by making an
        Acquisition.

       

      Issuing
        Lender
        means
        LaSalle, in its capacity as the issuer of Letters of Credit hereunder, or
        any
        Affiliate of LaSalle that may from time to time issue Letters of Credit,
        and
        their successors and assigns in such capacity.

       

      LaSalle
        - see
        the Preamble.

       

      L/C
        Application
        means,
        with respect to any request for the issuance of a Letter of Credit, a letter
        of
        credit application in the form being used by the Issuing Lender at the time
        of
        such request for the type of letter of credit requested.

       

      L/C
        Fee Rate
        - see
        the definition of Applicable Margin.

       

      Lender
        - see
        the Preamble.
        References to the “Lenders” shall include the Issuing Lender; for purposes of
        clarification only, to the extent that LaSalle (or any successor Issuing
        Lender)
        may have any rights or obligations in addition to those of the other Lenders
        due
        to its status as Issuing Lender, its status as such will be specifically
        referenced. In addition to the foregoing, for the purpose of identifying
        the
        Persons entitled to share in the Collateral and the proceeds thereof under,
        and
        in accordance with the provisions of, this Agreement and the Collateral
        Documents, the term “Lender” shall include Affiliates of a Lender providing a
        Bank Product.

       

      Lender
        Party
        - see
Section
        15.17.

       

      Letter
        of Credit
        - see
Section
        2.1.3.

       

      LIBOR
        Loan
        means
        any Loan which bears interest at a rate determined by reference to the LIBOR
        Rate.

       

      LIBOR
        Margin
        - see
        the definition of Applicable Margin.

       

      LIBOR
        Office
        means
        with respect to any Lender the office or offices of such Lender which shall
        be
        making or maintaining the LIBOR Loans of such Lender hereunder. A LIBOR Office
        of any Lender may be, at the option of such Lender, either a domestic or
        foreign
        office.

       

      LIBOR
        Rate
        means a
        rate of interest equal to (a) the per annum rate of interest at which United
        States dollar deposits in an amount comparable to the amount of the relevant
        LIBOR Loan and for a period equal to the relevant Interest Period are offered
        in
        the London Interbank Eurodollar market at 11:00 A.M. (London time) two (2)
        Business Days prior to the commencement of such Interest Period (or three
        (3)
        Business Days prior to the commencement of such Interest Period if banks
        in
        London, England were not open and dealing in offshore United States dollars
        on
        such second preceding Business Day), as displayed in the Bloomberg
        Financial Markets
        system
        (or other authoritative source selected by the Administrative Agent in its
        sole
        discretion) or, if the Bloomberg
        Financial Markets
        system
        or another authoritative source is not available, as the LIBOR Rate is otherwise
        determined by the Administrative Agent in its sole and absolute discretion,
        divided by (b) a number determined by subtracting from 1.00 the then stated
        maximum reserve percentage for determining reserves to be maintained by member
        banks of the Federal Reserve System for Eurocurrency funding or liabilities
        as
        defined in Regulation D (or any successor category of liabilities under
        Regulation D), such rate to remain fixed for such Interest Period. The
        Administrative Agent’s determination of the LIBOR Rate shall be conclusive,
        absent manifest error.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      Lien
        means,
        with respect to any Person, any interest granted by such Person in any real
        or
        personal property, asset or other right owned or being purchased or acquired
        by
        such Person (including an interest in respect of a Capital Lease) which secures
        payment or performance of any obligation and shall include any mortgage,
        lien,
        encumbrance, title retention lien, charge or other security interest of any
        kind, whether arising by contract, as a matter of law, by judicial process
        or
        otherwise.

       

      Loan
        Documents
        means
        this Agreement, the Notes, the Letters of Credit, the Master Letter of Credit
        Agreement, the L/C Applications, the Agent Fee Letter, the Collateral Documents,
        the Subordination Agreements and all documents, instruments and agreements
        delivered in connection with the foregoing.

       

      Loan
        Party
        means
        the Company, MOAC and each Subsidiary. 

       

      Loan
        or Loans
        means,
        as the context may require, Revolving Loans and/or Swing Line
        Loans.

       

      Margin
        Stock
        means
        any “margin stock” as defined in Regulation U.

       

      Master
        Letter of Credit Agreement
        means,
        at any time, with respect to the issuance of Letters of Credit, a master
        letter
        of credit agreement or reimbursement agreement in the form, if any, being
        used
        by the Issuing Lender at such time.

       

      Material
        Adverse Effect
        means
        (a) a material adverse change in, or a material adverse effect upon, the
        financial condition, operations, assets, business, properties or prospects
        of
        the Loan Parties taken as a whole, (b) a material impairment of the ability
        of
        any Loan Party to perform any of the Obligations under any Loan Document
        or (c)
        a material adverse effect upon any substantial portion of the collateral
        under
        the Collateral Documents or upon the legality, validity, binding effect or
        enforceability against any Loan Party of any Loan Document.

       

      MOAC
        means
        Mobile Office Acquisition Corp., a Delaware corporation.

       

      Mortgage
        means a
        mortgage, deed of trust, leasehold mortgage or similar instrument granting
        the
        Administrative Agent a Lien on real property of any Loan Party.

       

      Multiemployer
        Pension Plan
        means a
        multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the
        Company or any other member of the Controlled Group may have any
        liability.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Net
        Book Value
        means:
        (i) the aggregate purchase price of one or more units of Eligible Inventory,
        including capitalized freight costs, capitalized modifications and initial
        preparation costs; less (ii) accumulated depreciation (including depreciation
        or
        amortization of any capitalized freight costs and initial preparation
        costs).

       

      Net
        Worth
        means,
        as of any date, the sum of the capital stock and additional paid-in capital
        plus
        retained earnings (or minus accumulated deficit) calculated in conformity
        with
        GAAP.

       

      Non-U.S.
        Participant
        - see
Section
        7.6(d).

       

      Non-Use
        Fee Rate
        - see
        the definition of Applicable Margin.

       

      Note
        means a
        promissory note substantially in the form of Exhibit
        A.

       

      Notice
        of Borrowing
        - see
Section
        2.2.2.

       

      Notice
        of Conversion/Continuation
        - see
Section
        2.2.3.

       

      Obligations
        means
        all obligations (monetary (including post-petition interest, allowed or not)
        or
        otherwise) of any Loan Party under this Agreement and any other Loan Document
        including Attorney Costs and any reimbursement obligations of each Loan Party
        in
        respect of Letters of Credit and surety bonds, all Hedging Obligations permitted
        hereunder which are owed to any Lender or Administrative Agent, and all Bank
        Products Obligations, all in each case howsoever created, arising or evidenced,
        whether direct or indirect, absolute or contingent, now or hereafter existing,
        or due or to become due.

       

      OFAC
        - see
Section
        10.4.

       

      Operating
        Lease
        means
        any lease of (or other agreement conveying the right to use) any real or
        personal property by any Loan Party, as lessee, other than any Capital
        Lease.

       

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

       

      Participant
        - see
Section
        15.6.2.

       

      Pension
        Plan
        means a
“pension plan”, as such term is defined in Section 3(2) of ERISA, which is
        subject to Title IV of ERISA or the minimum funding standards of ERISA (other
        than a Multiemployer Pension Plan), and as to which the Company or any member
        of
        the Controlled Group may have any liability, including any liability by reason
        of having been a substantial employer within the meaning of Section 4063
        of
        ERISA at any time during the preceding five years, or by reason of being
        deemed
        to be a contributing sponsor under Section 4069 of ERISA.

       

      Perfection
        Certificate
        means a
        perfection certificate executed and delivered to the Administrative Agent
        by a
        Loan Party.

       

      Permitted
        Lien
        means a
        Lien expressly permitted hereunder pursuant to Section
        11.2.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      Person
        means
        any natural person, corporation, partnership, trust, limited liability company,
        association, governmental authority or unit, or any other entity, whether acting
        in an individual, fiduciary or other capacity.

       

      Prime
        Rate
        means,
        for any day, the rate of interest in effect for such day as publicly announced
        from time to time by the Administrative Agent as its prime rate (whether
        or not
        such rate is actually charged by the Administrative Agent), which is not
        intended to be the Administrative Agent’s lowest or most favorable rate of
        interest at any one time. Any change in the Prime Rate announced by the
        Administrative Agent shall take effect at the opening of business on the
        day
        specified in the public announcement of such change; provided
        that the
        Administrative Agent shall not be obligated to give notice of any change
        in the
        Prime Rate.

       

      Pro
        Rata Share
        means
        (x) prior to the Revolving Commitment being terminated or reduced to zero,
        the
        percentage obtained by dividing (i) such Lender’s Revolving Commitment, by (ii)
        the aggregate Revolving Commitment of all Lenders and (y) from and after
        the
        time the Revolving Commitment has been terminated or reduced to zero, the
        percentage obtained by dividing (i) the aggregate unpaid principal amount
        of
        such Lender’s Revolving Outstandings (after settlement and repayment of all
        Swing Line Loans by the Lenders) by (ii) the aggregate unpaid principal amount
        of all Revolving Outstandings.

       

      Refunded
        Swing Line Loan
        -
see
        Section 2.2.4(c).

       

      Regulation
        D
        means
        Regulation D of the FRB.

       

      Regulation
        U
        means
        Regulation U of the FRB.

       

      Replacement
        Lender
        - see
Section
        8.7(b).

       

      Reportable
        Event
        means a
        reportable event as defined in Section 4043 of ERISA and the regulations
        issued
        thereunder as to which the PBGC has not waived the notification requirement
        of
        Section 4043(a), or the failure of a Pension Plan to meet the minimum funding
        standards of Section 412 of the Code (without regard to whether the Pension
        Plan
        is a plan described in Section 4021(a)(2) of ERISA) or under Section 302
        of
        ERISA.

       

      Required
        Lenders
        means,
        at any time, Lenders whose Pro Rata Shares exceed 662⁄3% as determined pursuant to
        clause (d) of the definition of “Pro Rata Share”.

       

      Revolving
        Commitment
        means
        $90,000,000.00, as reduced from time to time pursuant to Section
        6.1.1
        or as
        increased up to $120,000,000.00 from time to time pursuant to Section
        6.1.3.

       

      Revolving
        Loan -
        see
Section
        2.1.1.

       

      Revolving
        Loan Availability
        means
        the lesser of (i) the Revolving Commitment and (ii) the Borrowing
        Base.

       

      Revolving
        Outstandings
        means,
        at any time, the sum of (a) the aggregate principal amount of all outstanding
        Revolving Loans, plus (b) the Stated Amount of all Letters of
        Credit.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      SEC
        means
        the Securities and Exchange Commission or any other governmental authority
        succeeding to any of the principal functions thereof.

       

      Senior
        Debt
        means
        all Debt of the Company and its Subsidiaries other than Subordinated
        Debt.

       

      Senior
        Debt to EBITDA Ratio
        means,
        as of the last day of any Fiscal Quarter, the ratio of (a) Senior Debt as
        of
        such day to (b) EBITDA for the Computation Period ending on such
        day.

       

      Senior
        Officer
        means,
        with respect to any Loan Party, any of the chief executive officer, the chief
        financial officer, the chief operating officer, president, vice president
        of
        finance or the treasurer of such Loan Party.

       

      Stated
        Amount
        means,
        with respect to any Letter of Credit at any date of determination, (a) the
        maximum aggregate amount available for drawing thereunder under any and all
        circumstances plus (b) the aggregate amount of all unreimbursed payments
        and
        disbursements under such Letter of Credit.

       

      Subordinated
        Debt
        means
        (a) the indebtedness of the Company evidenced by Subordinated Notes in an
        aggregate principal amount not to exceed Twenty Five Million and No/100 Dollars
        ($25,000,000.00) plus accrued and unpaid interest thereon that has been
        capitalized by adding the same to the principal amount thereof and (b) any
        other
        unsecured Debt of the Company which has subordination terms, covenants, pricing
        and other terms which have been approved in writing by the Required
        Lenders.

       

      Subordinated
        Debt Documents
        means
        all documents and instruments relating to the Subordinated Debt and all
        amendments and modifications thereof approved by the Administrative
        Agent.

       

      Subordinated
        Note Agent
        means
        Laminar Direct Capital L.P., acting in its capacity as collateral agent under
        the Subordinated Note Purchase Agreement.

       

      Subordinated
        Noteholders
        means
        any one of the holders from time to time of the Subordinated Notes.

       

      Subordinated
        Note Purchase Agreement
        means
        the Investment Agreement dated as of August 2, 2006 among Company (as successor
        in interest to PVI Acquisition Corporation), Guarantor, the Subordinated
        Noteholders and the Subordinated Note Agent.

       

      Subordinated
        Notes
        shall
        mean the 13% Senior Subordinated Secured Notes due February 2, 2012 issued
        pursuant to the Subordinated Note Purchase Agreement to the Subordinated
        Noteholders (or any successors and assigns thereto), as amended, modified,
        supplemented or restated in accordance with the terms of the Subordination
        Agreement.

       

      Subordination
        Agreements
        means
        the Subordination and Intercreditor Agreement by and among Company,
        Administrative Agent and Subordinated Note Agent dated August 2, 2006, together
        with all other subordination agreements executed by a holder of Subordinated
        Debt in favor of the Administrative Agent and the Lenders from time to time
        after the Closing Date in form and substance and on terms and conditions
        satisfactory to Administrative Agent.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Subsidiary
        means,
        with respect to any Person, a corporation, partnership, limited liability
        company or other entity of which such Person owns, directly or indirectly,
        such
        number of outstanding Capital Securities as have more than 50% of the ordinary
        voting power for the election of directors or other managers of such
        corporation, partnership, limited liability company or other entity. Unless
        the
        context otherwise requires, each reference to Subsidiaries herein shall be
        a
        reference to Subsidiaries of the Company.

       

      Swing
        Line Availability
        means
        the lesser of (a) the Swing Line Commitment Amount and (b) Revolving Loan
        Availability (less Revolving Outstandings at such time).

       

      Swing
        Line Commitment Amount
        means
        $5,000,000.00, as reduced from time to time pursuant to Section
        6.1,
        which
        commitment constitutes a subfacility of the Revolving Commitment of the Swing
        Line Lender.

       

      Swing
        Line Lender
        means
        LaSalle.

       

      Swing
        Line Loan
        - see
Section
        2.2.4.

       

      Tangible
        Net Worth
        of any
        Person means an amount equal to: (a) Net Worth of such Person; less
        (b)
        Intangible Assets of such Person; less
        (c) all
        obligations owed to such Person or any of its Subsidiaries by any Affiliate
        of
        such Person or any of its Subsidiaries; and less
        (d) all
        loans by such Person to its officers, stockholders, Subsidiaries or
        employees.

       

      Taxes
        means
        any and all present and future taxes, duties, levies, imposts, deductions,
        assessments, charges or withholdings, and any and all liabilities (including
        interest and penalties and other additions to taxes) with respect to the
        foregoing, but excluding Excluded Taxes.

       

      Termination
        Date
        means
        the earlier to occur of (a) August 23, 2012 or (b) such other date on which
        the
        Commitments terminate pursuant to Section
        6
        or
Section
        13.

       

      Termination
        Event
        means,
        with respect to a Pension Plan that is subject to Title IV of ERISA, (a)
        a
        Reportable Event, (b) the withdrawal of Company or any other member of the
        Controlled Group from such Pension Plan during a plan year in which Company
        or
        any other member of the Controlled Group was a “substantial employer” as defined
        in Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of
        ERISA, (c) the termination of such Pension Plan, the filing of a notice of
        intent to terminate the Pension Plan or the treatment of an amendment of
        such
        Pension Plan as a termination under Section 4041 of ERISA, (d) the institution
        by the PBGC of proceedings to terminate such Pension Plan or (e) any event
        or
        condition that might constitute grounds under Section 4042 of ERISA for the
        termination of, or appointment of a trustee to administer, such Pension
        Plan.

       

      Total
        Debt
        means
        all Debt of the Company and its Subsidiaries, determined on a consolidated
        basis, excluding (a) contingent obligations in respect of Contingent Liabilities
        (except to the extent constituting Contingent Liabilities in respect of Debt
        of
        a Person other than any Loan Party), (b) Hedging Obligations, and (c) Debt
        of
        the Company to Subsidiaries and Debt of Subsidiaries to the Company or to
        other
        Subsidiaries.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Total
        Debt to EBITDA Ratio
        means,
        as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as
        of such
        day to (b) EBITDA for the Computation Period ending on such day.

       

      Total
        Plan Liability
        means,
        at any time, the present value of all vested and unvested accrued benefits
        under
        all Pension Plans, determined as of the then most recent valuation date for
        each
        Pension Plan, using PBGC actuarial assumptions for single employer plan
        terminations.

       

      type
        - see
Section
        2.2.1.

       

      UCC
        is
        defined in the Guaranty and Collateral Agreement. 

       

      Unfunded
        Liability
        means
        the amount (if any) by which the present value of all vested and unvested
        accrued benefits under all Pension Plans exceeds the fair market value of
        all
        assets allocable to those benefits, all determined as of the then most recent
        valuation date for each Pension Plan, using PBGC actuarial assumptions for
        single employer plan terminations.

       

      Unmatured
        Event of Default
        means
        any event that, if it continues uncured, will, with lapse of time or notice
        or
        both, constitute an Event of Default.

       

      Utilization
        Ratio
        means,
        as of the last day of any Fiscal Quarter, the ratio of (a) the average book
        value of Eligible Inventory “in use” to (b) the average book value of all
        Eligible Inventory.

       

      Withholding
        Certificate
        - see
Section
        7.6(d).

       

      Wholly-Owned
        Subsidiary
        means,
        as to any Person, a Subsidiary all of the Capital Securities of which (except
        directors’ qualifying Capital Securities) are at the time directly or indirectly
        owned by such Person and/or another Wholly-Owned Subsidiary of such
        Person.

       

      1.2 Other
        Interpretive Provisions.
        (a)
        The
        meanings of defined terms are equally applicable to the singular and plural
        forms of the defined terms.

       

      (b) Section,
        Annex,
        Schedule and Exhibit references are to this Agreement unless otherwise
        specified.

       

      (c) The
        term
“including” is not limiting and means “including without
        limitation.”

       

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

       

      (e) Unless
        otherwise expressly provided herein, (i) references to agreements (including
        this Agreement and the other Loan Documents) and other contractual instruments
        shall be deemed to include all subsequent amendments, restatements, supplements
        and other modifications thereto, but only to the extent such amendments,
        restatements, supplements and other modifications are not prohibited by the
        terms of any Loan Document, and (ii) references to any statute or regulation
        shall be construed as including all statutory and regulatory provisions
        amending, replacing, supplementing or interpreting such statute or
        regulation.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (f) This
        Agreement and the other Loan Documents may use several different limitations,
        tests or measurements to regulate the same or similar matters. All such
        limitations, tests and measurements are cumulative and each shall be performed
        in accordance with its terms.

       

      (g) This
        Agreement and the other Loan Documents are the result of negotiations among
        and
        have been reviewed by counsel to the Administrative Agent, the Company, the
        Lenders and the other parties thereto and are the products of all parties.
        Accordingly, they shall not be construed against the Administrative Agent
        or the
        Lenders merely because of the Administrative Agent’s or Lenders’ involvement in
        their preparation.

       

      
        	
              	SECTION 2	
                COMMITMENTS
                  OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT
                  PROCEDURES.

              


      

       

      2.1 Commitments.
        On and
        subject to the terms and conditions of this Agreement, each of the Lenders,
        severally and for itself alone, agrees to make loans to, and to issue or
        participate in letters of credit for the account of, the Company as
        follows:

       

      2.1.1 Revolving
        Loan Commitment.
        Each
        Lender with a Revolving Loan Commitment agrees to make loans on a revolving
        basis (“Revolving
        Loans”)
        from
        time to time until the Termination Date in such Lender’s Pro Rata Share of such
        aggregate amounts as the Company may request from all Lenders; provided
        that the
        Revolving Outstandings will not at any time exceed Revolving Loan Availability
        (less the amount of any Swing Line Loans outstanding at such time).

       

      2.1.2 L/C
        Commitment.
        Subject
        to Section
        2.3.1,
        the
        Issuing Lender agrees to issue letters of credit, in each case containing
        such
        terms and conditions as are permitted by this Agreement and are reasonably
        satisfactory to the Issuing Lender (each, a “Letter
        of Credit”),
        at
        the request of and for the account of the Company from time to time before
        the
        scheduled Termination Date and, as more fully set forth in Section
        2.3.2,
        each
        Lender agrees to purchase a participation in each such Letter of Credit;
        provided
        that (a)
        the aggregate Stated Amount of all Letters of Credit shall not at any time
        exceed $5,000,000.00 and (b) the Revolving Outstandings shall not at any
        time
        exceed Revolving Loan Availability (less the amount of any Swing Line Loans
        outstanding at such time).

       

      2.2 Loan
        Procedures. 

       

      2.2.1 Various
        Types of Loans.
        Each
        Revolving Loan shall be divided into tranches which are, either a Base Rate
        Loan
        or a LIBOR Loan (each a “type”
of
        Loan), as the Company shall specify in the related notice of borrowing or
        conversion pursuant to Section
        2.2.2
        or
2.2.3.
        LIBOR
        Loans having the same Interest Period which expire on the same day are sometimes
        called a “Group”
or
        collectively “Groups”.
        Base
        Rate Loans and LIBOR Loans may be outstanding at the same time, provided
        that not
        more than seven (7) different Groups of LIBOR Loans shall be outstanding
        at any
        one time. All borrowings, conversions and repayments of Revolving Loans shall
        be
        effected so that each Lender will have a ratable share (according to its
        Pro
        Rata Share) of all types and Groups of Loans. 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      2.2.2 Borrowing
        Procedures.
        The
        Company shall give written notice (each such written notice, a “Notice
        of Borrowing”)
        substantially in the form of Exhibit
        E
        or
        telephonic notice (followed immediately by a Notice of Borrowing) to the
        Administrative Agent of each proposed borrowing not later than (a) in the
        case
        of a Base Rate borrowing, 11:00 A.M., Chicago time, on the proposed date
        of such
        borrowing, and (b) in the case of a LIBOR borrowing, 11:00 A.M., Chicago
        time,
        at least two Business Days prior to the proposed date of such borrowing.
        Each
        such notice shall be effective upon receipt by the Administrative Agent,
        shall
        be irrevocable, and shall specify the date, amount and type of borrowing
        and, in
        the case of a LIBOR borrowing, the initial Interest Period therefor. Promptly
        upon receipt of such notice, the Administrative Agent shall advise each Lender
        thereof. Not later than 1:00 P.M., Chicago time, on the date of a proposed
        borrowing, each Lender shall provide the Administrative Agent at the office
        specified by the Administrative Agent with immediately available funds covering
        such Lender’s Pro Rata Share of such borrowing and, so long as the
        Administrative Agent has not received written notice that the conditions
        precedent set forth in Section
        11
        with
        respect to such borrowing have not been satisfied, the Administrative Agent
        shall pay over the funds received by the Administrative Agent to the Company
        on
        the requested borrowing date. Each borrowing shall be on a Business Day.
        Each
        Base Rate borrowing shall be in an aggregate amount of at least $100,000.00
        and
        an integral multiple of $100,000.00, and each LIBOR borrowing shall be in
        an
        aggregate amount of at least $500,000.00 and an integral multiple of at least
        $100,000.00. 

       

      2.2.3 Conversion
        and Continuation Procedures.
        (a)
        Subject to Section
        2.2.1,
        the
        Company may, upon irrevocable written notice to the Administrative Agent
        in
        accordance with clause
        (b)
        below:

       

      A. elect,
        as
        of any Business Day, to convert any Loans (or any part thereof in an aggregate
        amount not less than $500,000.00 a higher integral multiple of $100,000.00)
        into
        Loans of the other type; or

       

      B. elect,
        as
        of the last day of the applicable Interest Period, to continue any LIBOR
        Loans
        having Interest Periods expiring on such day (or any part thereof in an
        aggregate amount not less than $500,000.00 or a higher integral multiple
        of
        $100,000.00) for a new Interest Period;

       

      provided
        that
        after giving effect to any prepayment, conversion or continuation, the aggregate
        principal amount of each Group of LIBOR Loans shall be at least $500,000.00
        and
        an integral multiple of $100,000.00.

       

      (b) The
        Company shall give written notice (each such written notice, a “Notice
        of Conversion/Continuation”)
        substantially in the form of Exhibit
        F
        or
        telephonic notice (followed immediately by a Notice of Conversion/Continuation)
        to the Administrative Agent of each proposed conversion or continuation not
        later than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.,
        Chicago time, on the proposed date of such conversion and (ii) in the case
        of
        conversion into or continuation of LIBOR Loans, 11:00 A.M., Chicago time,
        at
        least three Business Days prior to the proposed date of such conversion or
        continuation, specifying in each case:

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      A. the
        proposed date of conversion or continuation;

       

      B. the
        aggregate amount of Loans to be converted or continued;

       

      C. the
        type
        of Loans resulting from the proposed conversion or continuation;
        and

       

      D. in
        the
        case of conversion into, or continuation of, LIBOR Loans, the duration of
        the
        requested Interest Period therefor.

       

      (c) If
        upon
        the expiration of any Interest Period applicable to LIBOR Loans, the Company
        has
        failed to select timely a new Interest Period to be applicable to such LIBOR
        Loans, the Company shall be deemed to have elected to convert such LIBOR
        Loans
        into Base Rate Loans effective on the last day of such Interest
        Period.

       

      (d) The
        Administrative Agent will promptly notify each Lender of its receipt of a
        notice
        of conversion or continuation pursuant to this Section
        2.2.3
        or, if
        no timely notice is provided by the Company, of the details of any automatic
        conversion.

       

      (e) Any
        conversion of a LIBOR Loan on a day other than the last day of an Interest
        Period therefor shall be subject to Section
        8.4.

       

      2.2.4 Swing
        Line Facility.

       

      (a) The
        Administrative Agent shall notify the Swing Line Lender upon the Administrative
        Agent’s receipt of any Notice of Borrowing. Subject to the terms and conditions
        hereof, the Swing Line Lender may, in its sole discretion, make available
        from
        time to time until the Termination Date advances (each, a “Swing
        Line Loan”)
        in
        accordance with any such notice, notwithstanding that after making a requested
        Swing Line Loan, the sum of the Swing Line Lender’s Pro Rata Share of the
        Revolving Outstanding and all outstanding Swing Line Loans, may exceed the
        Swing
        Line Lender’s Pro Rata Share of the Revolving Commitment. The provisions of this
Section
        2.2.4
        shall
        not relieve Lenders of their obligations to make Revolving Loans under
Section
        2.1.1;
        provided
        that if
        the Swing Line Lender makes a Swing Line Loan pursuant to any such notice,
        such
        Swing Line Loan shall be in lieu of any Revolving Loan that otherwise may
        be
        made by the Lenders pursuant to such notice. The aggregate amount of Swing
        Line
        Loans outstanding shall not exceed at any time Swing Line Availability. Until
        the Termination Date, the Company may from time to time borrow, repay and
        reborrow under this Section
        2.2.4.
        Each
        Swing Line Loan shall be made pursuant to a Notice of Borrowing delivered
        by the
        Company to the Administrative Agent in accordance with Section
        2.2.2.
        Any
        such notice must be given no later than 2:00 P.M., Chicago time, on the Business
        Day of the proposed Swing Line Loan. Unless the Swing Line Lender has received
        at least one Business Day’s prior written notice from the Required Lenders
        instructing it not to make a Swing Line Loan, the Swing Line Lender shall,
        notwithstanding the failure of any condition precedent set forth in Section
        12.2,
        be
        entitled to fund that Swing Line Loan, and to have such Lender make Revolving
        Loans in accordance with Section
        2.2.4(c)
        or
        purchase participating interests in accordance with Section
        2.2.4(d).
        Notwithstanding any other provision of this Agreement or the other Loan
        Documents, each Swing Line Loan shall constitute a Base Rate Loan. The Company
        shall repay the aggregate outstanding principal amount of each Swing Line
        Loan
        upon demand therefor by the Administrative Agent. 

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (b) The
        entire unpaid balance of each Swing Line Loan and all other noncontingent
        Obligations shall be immediately due and payable in full in immediately
        available funds on the Termination Date if not sooner paid in full.

       

      (c) The
        Swing
        Line Lender, at any time and from time to time no less frequently than once
        weekly, shall on behalf of the Company (and the Company hereby irrevocably
        authorizes the Swing Line Lender to so act on its behalf) request each Lender
        with a Revolving Commitment (including the Swing Line Lender) to make a
        Revolving Loan to the Company (which shall be a Base Rate Loan) in an amount
        equal to that Lender’s Pro Rata Share of the principal amount of all Swing Line
        Loans (the “Refunded
        Swing Line Loan”)
        outstanding on the date such notice is given. Unless any of the events described
        in Section
        13.1.4
        has
        occurred (in which event the procedures of Section
        2.2.4(d)
        shall
        apply) and regardless of whether the conditions precedent set forth in this
        Agreement to the making of a Revolving Loan are then satisfied, each Lender
        shall disburse directly to the Administrative Agent, its Pro Rata Share on
        behalf of the Swing Line Lender, prior to 2:00 P.M., Chicago time, in
        immediately available funds on the date that notice is given (provided
        that
        such notice is given by 12:00 p.m., Chicago time, on such date). The proceeds
        of
        those Revolving Loans shall be immediately paid to the Swing Line Lender
        and
        applied to repay the Refunded Swing Line Loan. 

       

      (d) If,
        prior
        to refunding a Swing Line Loan with a Revolving Loan pursuant to Section
        2.2.4(c),
        one of
        the events described in Section
        13.1.4
        has
        occurred, then, subject to the provisions of Section
        2.2.4(e)
        below,
        each Lender shall, on the date such Revolving Loan was to have been made
        for the
        benefit of the Company, purchase from the Swing Line Lender an undivided
        participation interest in the Swing Line Loan in an amount equal to its Pro
        Rata
        Share of such Swing Line Loan. Upon request, each Lender shall promptly transfer
        to the Swing Line Lender, in immediately available funds, the amount of its
        participation interest.

       

      (e) Each
        Lender’s obligation to make Revolving Loans in accordance with Section
        2.2.4(c)
        and to
        purchase participation interests in accordance with Section
        2.2.4(d)
        shall be
        absolute and unconditional and shall not be affected by any circumstance,
        including (i) any setoff, counterclaim, recoupment, defense or other right
        that
        such Lender may have against the Swing Line Lender, the Company or any other
        Person for any reason whatsoever; (ii) the occurrence or continuance of any
        Unmatured Event of Default or Event of Default; (iii) any inability of the
        Company to satisfy the conditions precedent to borrowing set forth in this
        Agreement at any time or (iv) any other circumstance, happening or event
        whatsoever, whether or not similar to any of the foregoing. If and to the
        extent
        any Lender shall not have made such amount available to the Administrative
        Agent
        or the Swing Line Lender, as applicable, by 2:00 P.M., Chicago time, the
        amount
        required pursuant to Sections
        2.2.4(c) or 2.2.4(d),
        as the
        case may be, on the Business Day on which such Lender receives notice from
        the
        Administrative Agent of such payment or disbursement (it being understood
        that
        any such notice received after noon, Chicago time, on any Business Day shall
        be
        deemed to have been received on the next following Business Day), such Lender
        agrees to pay interest on such amount to the Administrative Agent for the
        Swing
        Line Lender’s account forthwith on demand, for each day from the date such
        amount was to have been delivered to the Administrative Agent to the date
        such
        amount is paid, at a rate per annum equal to (a) for the first three days
        after
        demand, the Federal Funds Rate from time to time in effect and (b) thereafter,
        the Base Rate from time to time in effect. 

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      2.3 Letter
        of Credit Procedures. 

       

      2.3.1 L/C
        Applications.
        The
        Company shall execute and deliver to the Issuing Lender the Master Letter
        of
        Credit Agreement from time to time in effect. The Company shall give notice
        to
        the Administrative Agent and the Issuing Lender of the proposed issuance
        of each
        Letter of Credit on a Business Day which is at least three Business Days
        (or
        such lesser number of days as the Administrative Agent and the Issuing Lender
        shall agree in any particular instance in their sole discretion) prior to
        the
        proposed date of issuance of such Letter of Credit. Each such notice shall
        be
        accompanied by an L/C Application, duly executed by the Company and in all
        respects satisfactory to the Administrative Agent and the Issuing Lender,
        together with such other documentation as the Administrative Agent or the
        Issuing Lender may request in support thereof, it being understood that each
        L/C
        Application shall specify, among other things, the date on which the proposed
        Letter of Credit is to be issued, the expiration date of such Letter of Credit
        (which shall not be later than the scheduled Termination Date (unless such
        Letter of Credit is Cash Collateralized)) and whether such Letter of Credit
        is
        to be transferable in whole or in part. Any Letter of Credit outstanding
        after
        the scheduled Termination Date which is Cash Collateralized for the benefit
        of
        the Issuing Lender shall be the sole responsibility of the Issuing Lender.
        So
        long as the Issuing Lender has not received written notice that the conditions
        precedent set forth in Section
        12
        with
        respect to the issuance of such Letter of Credit have not been satisfied,
        the
        Issuing Lender shall issue such Letter of Credit on the requested issuance
        date.
        The Issuing Lender shall promptly advise the Administrative Agent of the
        issuance of each Letter of Credit and of any amendment thereto, extension
        thereof or event or circumstance changing the amount available for drawing
        thereunder. In the event of any inconsistency between the terms of the Master
        Letter of Credit Agreement, any L/C Application and the terms of this Agreement,
        the terms of this Agreement shall control.

       

      2.3.2 Participations
        in Letters of Credit.
        Concurrently with the issuance of each Letter of Credit, the Issuing Lender
        shall be deemed to have sold and transferred to each Lender with a Revolving
        Loan Commitment, and each such Lender shall be deemed irrevocably and
        unconditionally to have purchased and received from the Issuing Lender, without
        recourse or warranty, an undivided interest and participation, to the extent
        of
        such Lender’s Pro Rata Share, in such Letter of Credit and the Company’s
        reimbursement obligations with respect thereto. If the Company does not pay
        any
        reimbursement obligation when due, the Company shall be deemed to have
        immediately requested that the Lenders make a Revolving Loan which is a Base
        Rate Loan in a principal amount equal to such reimbursement obligations.
        The
        Administrative Agent shall promptly notify such Lenders of such deemed request
        and, without the necessity of compliance with the requirements of Section
        2.2.2,
        Section
        12.2
        or
        otherwise such Lender shall make available to the Administrative Agent its
        Pro
        Rata Share of such Loan. The proceeds of such Loan shall be paid over by
        the
        Administrative Agent to the Issuing Lender for the account of the Company in
        satisfaction of such reimbursement obligations. For the purposes of this
        Agreement, the unparticipated portion of each Letter of Credit shall be deemed
        to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby
        agrees, upon request of the Administrative Agent or any Lender, to deliver
        to
        the Administrative Agent or such Lender a list of all outstanding Letters
        of
        Credit issued by the Issuing Lender, together with such information related
        thereto as the Administrative Agent or such Lender may reasonably
        request.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      2.3.3 Reimbursement
        Obligations.
        (a) The
        Company hereby unconditionally and irrevocably agrees to reimburse the Issuing
        Lender for each payment or disbursement made by the Issuing Lender under
        any
        Letter of Credit honoring any demand for payment made by the beneficiary
        thereunder, in each case on the date that such payment or disbursement is
        made.
        Any amount not reimbursed on the date of such payment or disbursement shall
        bear
        interest from the date of such payment or disbursement to the date that the
        Issuing Lender is reimbursed by the Company therefor, payable on demand,
        at a
        rate per annum equal to the Base Rate from time to time in effect plus
        the Base
        Rate Margin from time to time in effect plus,
        beginning on the third Business Day after receipt of notice from the Issuing
        Lender of such payment or disbursement, 2%. The Issuing Lender shall notify
        the
        Company and the Administrative Agent whenever any demand for payment is made
        under any Letter of Credit by the beneficiary thereunder; provided
        that the
        failure of the Issuing Lender to so notify the Company or the Administrative
        Agent shall not affect the rights of the Issuing Lender or the Lenders in
        any
        manner whatsoever.

       

      (b) The
        Company’s reimbursement obligations hereunder shall be irrevocable and
        unconditional under all circumstances, including (a) any lack of validity
        or
        enforceability of any Letter of Credit, this Agreement or any other Loan
        Document, (b) the existence of any claim, set-off, defense or other right
        which
        any Loan Party may have at any time against a beneficiary named in a Letter
        of
        Credit, any transferee of any Letter of Credit (or any Person for whom any
        such
        transferee may be acting), the Administrative Agent, the Issuing Lender,
        any
        Lender or any other Person, whether in connection with any Letter of Credit,
        this Agreement, any other Loan Document, the transactions contemplated herein
        or
        any unrelated transactions (including any underlying transaction between
        any
        Loan Party and the beneficiary named in any Letter of Credit), (c) the validity,
        sufficiency or genuineness of any document which the Issuing Lender has
        determined complies on its face with the terms of the applicable Letter of
        Credit, even if such document should later prove to have been forged,
        fraudulent, invalid or insufficient in any respect or any statement therein
        shall have been untrue or inaccurate in any respect, or (d) the surrender
        or
        impairment of any security for the performance or observance of any of the
        terms
        hereof. Without limiting the foregoing, no action or omission whatsoever
        by the
        Administrative Agent or any Lender (excluding any Lender in its capacity
        as the
        Issuing Lender) under or in connection with any Letter of Credit or any related
        matters shall result in any liability of the Administrative Agent or any
        Lender
        to the Company, or relieve the Company of any of its obligations hereunder
        to
        any such Person.

      


      2.3.4 Funding
        by Lenders to Issuing Lender.
        If the
        Issuing Lender makes any payment or disbursement under any Letter of Credit
        and
        (a) the Company has not reimbursed the Issuing Lender in full for such payment
        or disbursement by 11:00 A.M., Chicago time, on the date of such payment
        or
        disbursement, (b) a Revolving Loan may not be made in accordance with
Section
        2.3.2
        or (c)
        any reimbursement received by the Issuing Lender from the Company is or must
        be
        returned or rescinded upon or during any bankruptcy or reorganization of
        the
        Company or otherwise, each other Lender with a Revolving Loan Commitment
        shall
        be obligated to pay to the Administrative Agent for the account of the Issuing
        Lender, in full or partial payment of the purchase price of its participation
        in
        such Letter of Credit, its Pro Rata Share of such payment or disbursement
        (but
        no such payment shall diminish the obligations of the Company under Section
        2.3.3),
        and,
        upon notice from the Issuing Lender, the Administrative Agent shall promptly
        notify each other Lender thereof. Each other Lender irrevocably and
        unconditionally agrees to so pay to the Administrative Agent in immediately
        available funds for the Issuing Lender’s account the amount of such other
        Lender’s Pro Rata Share of such payment or disbursement. If and to the extent
        any Lender shall not have made such amount available to the Administrative
        Agent
        by 2:00 P.M., Chicago time, on the Business Day on which such Lender receives
        notice from the Administrative Agent of such payment or disbursement (it
        being
        understood that any such notice received after noon, Chicago time, on any
        Business Day shall be deemed to have been received on the next following
        Business Day), such Lender agrees to pay interest on such amount to the
        Administrative Agent for the Issuing Lender’s account forthwith on demand, for
        each day from the date such amount was to have been delivered to the
        Administrative Agent to the date such amount is paid, at a rate per annum
        equal
        to (a) for the first three days after demand, the Federal Funds Rate from
        time
        to time in effect and (b) thereafter, the Base Rate from time to time in
        effect.
        Any Lender’s failure to make available to the Administrative Agent its Pro Rata
        Share of any such payment or disbursement shall not relieve any other Lender
        of
        its obligation hereunder to make available to the Administrative Agent such
        other Lender’s Pro Rata Share of such payment, but no Lender shall be
        responsible for the failure of any other Lender to make available to the
        Administrative Agent such other Lender’s Pro Rata Share of any such payment or
        disbursement.

       

      
        
          
          

        

        
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      2.4 Commitments
        Several.
        The
        failure of any Lender to make a requested Loan on any date shall not relieve
        any
        other Lender of its obligation (if any) to make a Loan on such date, but
        no
        Lender shall be responsible for the failure of any other Lender to make any
        Loan
        to be made by such other Lender.

       

      2.5 Certain
        Conditions.
        Except
        as otherwise provided in Sections 2.2.4 and 2.3.4 of this Agreement, no Lender
        shall have an obligation to make any Loan, or to permit the continuation
        of or
        any conversion into any LIBOR Loan, and the Issuing Lender shall not have
        any
        obligation to issue any Letter of Credit, if an Event of Default or Unmatured
        Event of Default exists.

       

      SECTION
        3 EVIDENCING
        OF LOANS.

       

      3.1 Notes.
        The
        Loans of each Lender shall be evidenced by a Note, with appropriate insertions,
        payable to the order of such Lender in a face principal amount equal to the
        sum
        of such Lender’s Revolving Loan Commitment.

       

      3.2 Recordkeeping.
        The
        Administrative Agent, on behalf of each Lender, shall record in its records,
        the
        date and amount of each Loan made by each Lender, each repayment or conversion
        thereof and, in the case of each LIBOR Loan, the dates on which each Interest
        Period for such Loan shall begin and end. The aggregate unpaid principal
        amount
        so recorded shall be rebuttably presumptive evidence of the principal amount
        of
        the Loans owing and unpaid. The failure to so record any such amount or any
        error in so recording any such amount shall not, however, limit or otherwise
        affect the Obligations of the Company hereunder or under any Note to repay
        the
        principal amount of the Loans hereunder, together with all interest accruing
        thereon.

       

      
        
          
          

        

        
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      SECTION
        4 INTEREST.

       

      4.1 Interest
        Rates.
        The
        Company promises to pay interest on the unpaid principal amount of each Loan
        for
        the period commencing on the date of such Loan until such Loan is paid in
        full
        as follows:

       

      (a) at
        all
        times while such Loan is a Base Rate Loan, at a rate per annum equal to the
        sum
        of the Base Rate from time to time in effect plus the Base Rate Margin from
        time
        to time in effect; and

       

      (b) at
        all
        times while such Loan is a LIBOR Loan, at a rate per annum equal to the sum
        of
        the LIBOR Rate applicable to each Interest Period for such Loan plus the
        LIBOR
        Margin from time to time in effect;

       

      provided
        that at
        any time an Event of Default exists, unless the Required Lenders otherwise
        consent, the interest rate applicable to each Loan shall be increased by
        2%
        (and, in the case of Obligations not bearing interest, such Obligations shall
        bear interest at the Base Rate applicable to Revolving Loans plus 2%),
provided further
        that
        such increase may thereafter be rescinded by the Required Lenders,
        notwithstanding Section
        15.1.
        Notwithstanding the foregoing, upon the occurrence of an Event of Default
        under
        Sections 13.1.1
        or
13.1.4,
        such
        increase shall occur automatically.

       

      4.2 Interest
        Payment Dates.
        Accrued
        interest on each Base Rate Loan shall be payable in arrears on the last day
        of
        each calendar quarter and at maturity. Accrued interest on each LIBOR Loan
        shall
        be payable on the last day of each Interest Period relating to such Loan
        (and,
        in the case of a LIBOR Loan with an Interest Period in excess of three months,
        on the three-month anniversary of the first day of such Interest Period),
        upon a
        prepayment of such Loan, and at maturity. After maturity, and at any time
        an
        Event of Default exists, accrued interest on all Loans shall be payable on
        demand.

       

      4.3 Setting
        and Notice of LIBOR Rates.
        The
        applicable LIBOR Rate for each Interest Period shall be determined by the
        Administrative Agent, and notice thereof shall be given by the Administrative
        Agent promptly to the Company and each Lender. Each determination of the
        applicable LIBOR Rate by the Administrative Agent shall be conclusive and
        binding upon the parties hereto, in the absence of demonstrable error. The
        Administrative Agent shall, upon written request of the Company or any Lender,
        deliver to the Company or such Lender a statement showing the computations
        used
        by the Administrative Agent in determining any applicable LIBOR Rate
        hereunder.

       

      4.4 Computation
        of Interest.
        Interest shall be computed for the actual number of days elapsed on the basis
        of
        a year of 360 days. The applicable interest rate for each Base Rate Loan
        shall
        change simultaneously with each change in the Base Rate.

       

      SECTION
        5 FEES.

       

      5.1 Non-Use
        Fee.
        The
        Company agrees to pay to the Administrative Agent for the account of each
        Lender
        a non-use fee, for the period from the Closing Date to the Termination Date,
        at
        the Non-Use Fee Rate in effect from time to time of such Lender’s Pro Rata Share
        (as adjusted from time to time) of the unused amount of the Revolving
        Commitment. For purposes of calculating usage under this Section, the Revolving
        Commitment shall be deemed used to the extent of Revolving Outstandings.
        Such
        non-use fee shall be payable in arrears on the last day of each calendar
        quarter
        and on the Termination Date for any period then ending for which such non-use
        fee shall not have previously been paid. The non-use fee shall be computed
        for
        the actual number of days elapsed on the basis of a year of 360 days.


       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      5.2 Letter
        of Credit Fees.
        (a)
        The
        Company agrees to pay to the Administrative Agent for the account of each
        Lender
        a letter of credit fee for each Letter of Credit equal to the L/C Fee Rate
        in
        effect from time to time of such Lender’s Pro Rata Share (as adjusted from time
        to time) of the undrawn amount of such Letter of Credit (computed for the
        actual
        number of days elapsed on the basis of a year of 360 days); provided
        that,
        unless the Required Lenders otherwise consent, the rate applicable to each
        Letter of Credit shall be increased by 2% at any time that an Event of Default
        exists. Such letter of credit fee shall be payable in arrears on the last
        day of
        each calendar quarter and on the Termination Date (or such later date on
        which
        such Letter of Credit expires or is terminated) for the period from the date
        of
        the issuance of each Letter of Credit (or the last day on which the letter
        of
        credit fee was paid with respect thereto) to the date such payment is due
        or, if
        earlier, the date on which such Letter of Credit expired or was
        terminated. 

       

      (b) In
        addition, with respect to each Letter of Credit, the Company agrees to pay
        to
        the Issuing Lender, for its own account, (i) such fees and expenses as the
        Issuing Lender customarily requires in connection with the issuance,
        negotiation, processing and/or administration of letters of credit in similar
        situations and (ii) a letter of credit fronting fee in the amount and at
        the
        times agreed to by the Company and the Issuing Lender.

       

      5.3 Administrative
        Agent’s Fees.
        The
        Company agrees to pay to the Administrative Agent such agent’s fees as are
        mutually agreed to from time to time by the Company and the Administrative
        Agent
        including the fees set forth in the Agent Fee Letter.

       

      SECTION
        6 REDUCTION,
        TERMINATION OR INCREASE OF THE REVOLVING COMMITMENT; PREPAYMENTS.

       

      6.1 Reduction,
        Termination or Increase of the Revolving Commitment. 

       

      6.1.1 Voluntary
        Reduction or Termination of the Revolving Commitment.
        The
        Company may from time to time on at least five Business Days’ prior written
        notice received by the Administrative Agent (which shall promptly advise
        each
        Lender thereof) permanently reduce the Revolving Commitment to an amount
        not
        less than the Revolving Outstandings plus
        the
        outstanding amount of all Swing Line Loans. Any such reduction shall be in
        an
        amount not less than $5,000,000.00
        or a higher integral multiple of $1,000,000.00. Concurrently with any reduction
        of the Revolving Commitment to zero, the Company shall pay all interest on
        the
        Revolving Loans, all non-use fees and all letter of credit fees and shall
        Cash
        Collateralize in full all obligations arising with respect to the Letters
        of
        Credit.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

    

     

    6.1.2 All
      Reductions of the Revolving Commitment.
      All
      reductions of the Revolving Commitment shall reduce the Commitments ratably
      among the Lenders according to their respective Pro Rata Shares.

     

    6.1.3 Increase
      of the Revolving Commitment.
      Company
      may, at any time, in writing request the Administrative Agent to increase the
      Revolving Commitment, provided that (i) such increase shall not cause the Total
      Commitment to exceed One Hundred Twenty Million and No/100 Dollars
      ($120,000,000.00), (ii) such increase shall be in an amount not less than Ten
      Million Dollars ($10,000,000.00), (iii) no Event of Default shall have occurred
      and be continuing and (iv) the Subordinated Note Agent, on its own behalf and
      on
      the behalf of the Subordinated Noteholders, has consented in writing to such
      increase and has executed such documents and agreements as reasonably desired
      by
      Administrative Agent in relation thereto, including but not limited to an
      amendment to the Subordination Agreements. Any or all of the Lenders may, but
      shall not be obligated to, increase its Revolving Commitment by all or any
      portion of the additional amount requested. The Lenders may consent to an
      increase in their Revolving Commitments by an amount up to their pro rata
      share of
      the requested increase of the Revolving Commitment by providing written notice
      to the Administrative Agent within five (5)
      business days of their receipt of notice of Company’s request from
      Administrative Agent. If a Lender does not increase its Revolving Commitment
      by
      the full amount allowed, the Administrative Agent shall notify the Lenders
      fully
      participating in the increase. Such Lenders may increase their Revolving
      Commitments by an additional amount up to their pro rata
      share of
      the difference between the requested increase and the amount of the increase
      consented to by the Lenders, or such other amounts agreed upon by such Lenders,
      by providing written notice to Administrative Agent within two (2) business
      days
      of their receipt of notice of such additional amounts from Administrative Agent.
      Immediately upon the effectiveness of any such increase in the Revolving
      Commitment, each Lender’s Revolving Commitment shall be automatically adjusted
      to reflect their approved increase. In the event the Lenders agree to increase
      the Revolving Commitment by less than the amount requested, Administrative
      Agent
      shall act on a best efforts basis to arrange for additional commitments in
      the
      amount of the difference between the requested increase and the amount of
      increase in Revolving Commitment agreed to by the Lenders from third party
      financial institutions with arrangement fees to be agreed upon by Administrative
      Agent and Company. Any increase in the Revolving Commitment and any amendment
      to
      the Agreement to solely to effect any such increase, shall not require the
      consent of any Lender not participating in such increase.

     

    6.2 Prepayments. 

     

    6.2.1 Voluntary
      Prepayments.
      The
      Company may from time to time prepay the Loans in whole or in part without
      a
      penalty except as otherwise set forth in Section 8; provided
      that the
      Company shall give the Administrative Agent (which shall promptly advise each
      Lender) notice thereof not later than 11:00 A.M., Chicago time, on the day
      of
      such prepayment (which shall be a Business Day), specifying the Loans to be
      prepaid and the date and amount of prepayment. Any such partial prepayment
      shall
      be in an amount equal to $100,000.00 or a higher integral multiple of
      $100,000.00.

     

    6.2.2 Mandatory
      Prepayments.
      If on
      any day the Revolving Outstandings plus
      the
      outstanding amount of the Swing Line Loan exceeds the Borrowing Base, the
      Company shall immediately prepay Revolving Loans and/or Cash Collateralize
      the
      outstanding Letters of Credit, or do a combination of the foregoing, in an
      amount sufficient to eliminate such excess.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    6.3 Manner
      of Prepayments.
      Each
      voluntary partial prepayment shall be in a principal amount of $100,000.00
      or a
      higher integral multiple of $100,000.00. Any partial prepayment of a Group
      of
      LIBOR Loans shall be subject to the proviso to Section
      2.2.3(a).
      Any
      prepayment of a LIBOR Loan on a day other than the last day of an Interest
      Period therefor shall include interest on the principal amount being repaid
      and
      shall be subject to Section
      8.4.
      Except
      as otherwise provided by this Agreement, all principal payments in respect
      of
      the Loans (other than the Swing Line Loans) shall be applied first, to repay
      outstanding Base Rate Loans and then to repay outstanding LIBOR Rate Loans
      in
      direct order of Interest Period maturities.

     

    6.4 Repayments.
      The
      Revolving Loans of each Lender shall be paid in full and the Revolving
      Commitment shall terminate on the Termination Date.

     

    SECTION
      7 MAKING
      AND PRORATION OF PAYMENTS; SETOFF; TAXES.

     

    7.1 Making
      of Payments.
      All
      payments of principal or interest on the Notes, and of all fees, shall be made
      by the Company to the Administrative Agent in immediately available funds at
      the
      office specified by the Administrative Agent not later than noon, Chicago time,
      on the date due; and funds received after that hour shall be deemed to have
      been
      received by the Administrative Agent on the following Business Day. The
      Administrative Agent shall promptly remit to each Lender its share of all such
      payments received in collected funds by the Administrative Agent for the account
      of such Lender. All payments under Section 8.1 shall be made by the Company
      directly to the Lender entitled thereto without setoff, counterclaim or other
      defense.

     

    7.2 Application
      of Certain Payments.
      So long
      as no Unmatured Event of Default or Event of Default has occurred and is
      continuing, (a) payments matching specific scheduled payments then due shall
      be
      applied to those scheduled payments and (b) voluntary and mandatory prepayments
      shall be applied as set forth in Sections
      6.2
      and
6.3.
      After
      the occurrence and during the continuance of an Unmatured Event of Default
      or
      Event of Default, all amounts collected or received by the Administrative Agent
      or any Lender as proceeds from the sale of, or other realization upon, all
      or
      any part of the Collateral shall be applied as the Administrative Agent shall
      determine in its discretion. Concurrently with each remittance to any Lender
      of
      its share of any such payment, the Administrative Agent shall advise such Lender
      as to the application of such payment. 

     

    7.3 Due
      Date Extension.
      If any
      payment of principal or interest with respect to any of the Loans, or of any
      fees, falls due on a day which is not a Business Day, then such due date shall
      be extended to the immediately following Business Day (unless, in the case
      of a
      LIBOR Loan, such immediately following Business Day is the first Business Day
      of
      a calendar month, in which case such due date shall be the immediately preceding
      Business Day) and, in the case of principal, additional interest shall accrue
      and be payable for the period of any such extension.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    7.4 Setoff.
      The
      Company, for itself and each other Loan Party, agrees that the Administrative
      Agent and each Lender have all rights of set-off and bankers’ lien provided by
      applicable law, and in addition thereto, the Company, for itself and each other
      Loan Party, agrees that at any time any Event of Default exists, the
      Administrative Agent and each Lender may apply to the payment of any Obligations
      of the Company and each other Loan Party hereunder, whether or not then due,
      any
      and all balances, credits, deposits, accounts or moneys of the Company and
      each
      other Loan Party then or thereafter with the Administrative Agent or such
      Lender.

     

    7.5 Proration
      of Payments.
      If any
      Lender shall obtain any payment or other recovery (whether voluntary,
      involuntary, by application of offset or otherwise, on account of (a) principal
      of or interest on any Loan, but excluding (i) any payment pursuant to
Section
      8.7
      or
15.6
      and (ii)
      payments of interest on any Affected Loan) or (b) its participation in any
      Letter of Credit) in excess of its applicable Pro Rata Share of payments and
      other recoveries obtained by all Lenders on account of principal of and interest
      on the Loans (or such participation) then held by them, then such Lender shall
      purchase from the other Lenders such participations in the Loans (or
      sub-participations in Letters of Credit) held by them as shall be necessary
      to
      cause such purchasing Lender to share the excess payment or other recovery
      ratably with each of them; provided
      that if
      all or any portion of the excess payment or other recovery is thereafter
      recovered from such purchasing Lender, the purchase shall be rescinded and
      the
      purchase price restored to the extent of such recovery.

     

    7.6 Taxes. 

     

    (a) All
      payments made by the Company hereunder or under any Loan Documents shall be
      made
      without setoff, counterclaim, or other defense. To the extent permitted by
      applicable law, all payments hereunder or under the Loan Documents (including
      any payment of principal, interest, or fees) to, or for the benefit, of any
      person shall be made by the Company free and clear of and without deduction
      or
      withholding for, or account of, any Taxes now or hereinafter imposed by any
      taxing authority.

     

    (b) If
      the
      Company makes any payment hereunder or under any Loan Document in respect of
      which it is required by applicable law to deduct or withhold any Taxes, the
      Company shall increase the payment hereunder or under any such Loan Document
      such that after the reduction for the amount of Taxes withheld (and any taxes
      withheld or imposed with respect to the additional payments required under
      this
Section
      7.6(b)),
      the
      amount paid to the Lenders or the Administrative Agent equals the amount that
      was payable hereunder or under any such Loan Document without regard to this
      Section
      7.6(b).
      To the
      extent the Company withholds any Taxes on payments hereunder or under any Loan
      Document, the Company shall pay the full amount deducted to the relevant taxing
      authority within the time allowed for payment under applicable law and shall
      deliver to the Administrative Agent within 30 days after it has made payment
      to
      such authority a receipt issued by such authority (or other evidence
      satisfactory to the Administrative Agent) evidencing the payment of all amounts
      so required to be deducted or withheld from such payment. 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    (c) If
      any
      Lender or the Administrative Agent is required by law to make any payments
      of
      any Taxes on or in relation to any amounts received or receivable hereunder
      or
      under any other Loan Document, or any Tax is assessed against a Lender or the
      Administrative Agent with respect to amounts received or receivable hereunder
      or
      under any other Loan Document, the Company will indemnify such person against
      (i) such Tax (and any reasonable counsel fees and expenses associated with
      such
      Tax) and (ii) any taxes imposed as a result of the receipt of the payment under
      this Section
      7.6(c).
      A
      certificate prepared in good faith as to the amount of such payment by such
      Lender or the Administrative Agent shall, absent manifest error, be final,
      conclusive, and binding on all parties.

     

    (d) (i) To
      the
      extent permitted by applicable law, each Lender that is not a United States
      person within the meaning of Code Section 7701(a)(30) (a “Non-U.S.
      Participant”)
      shall
      deliver to the Company and the Administrative Agent on or prior to the Closing
      Date (or in the case of a Lender that is an Assignee, on the date of such
      assignment to such Lender) two accurate and complete original signed copies
      of
      IRS Form W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable form
      prescribed by the IRS) certifying to such Lender’s entitlement to a complete
      exemption from, or a reduced rate in, United States withholding tax on interest
      payments to be made hereunder or any Loan. If a Lender that is a Non-U.S.
      Participant is claiming a complete exemption from withholding on interest
      pursuant to Code Sections 871(h) or 881(c), the Lender shall deliver (along
      with
      two accurate and complete original signed copies of IRS Form W-8BEN) a
      certificate in form and substance reasonably acceptable to Administrative Agent
      (any such certificate, a “Withholding
      Certificate”).
      In
      addition, each Lender that is a Non-U.S. Participant agrees that from time
      to
      time after the Closing Date, (or in the case of a Lender that is an Assignee,
      after the date of the assignment to such Lender), when a lapse in time (or
      change in circumstances occurs) renders the prior certificates hereunder
      obsolete or inaccurate in any material respect, such Lender shall, to the extent
      permitted under applicable law, deliver to the Company and the Administrative
      Agent two new and accurate and complete original signed copies of an IRS Form
      W-8BEN, W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed
      by the IRS), and if applicable, a new Withholding Certificate, to confirm or
      establish the entitlement of such Lender or the Administrative Agent to an
      exemption from, or reduction in, United States withholding tax on interest
      payments to be made hereunder or any Loan.

     

    (ii) Each
      Lender that is not a Non-U.S. Participant (other than any such Lender which
      is
      taxed as a corporation for U.S. federal income tax purposes) shall provide
      two
      properly completed and duly executed copies of IRS Form W-9 (or any successor
      or
      other applicable form) to the Company and the Administrative Agent certifying
      that such Lender is exempt from United States backup withholding tax. To the
      extent that a form provided pursuant to this Section
      7.6(d)(ii)
      is
      rendered obsolete or inaccurate in any material respects as result of change
      in
      circumstances with respect to the status of a Lender, such Lender shall, to
      the
      extent permitted by applicable law, deliver to the Company and the
      Administrative Agent revised forms necessary to confirm or establish the
      entitlement to such Lender’s or Agent’s exemption from United States backup
      withholding tax.

     

    (iii) The
      Company shall not be required to pay additional amounts to a Lender, or
      indemnify any Lender, under this Section
      7.6
      to the
      extent that such obligations would not have arisen but for the failure of such
      Lender to comply with Section
      7.6(d).

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (iv) Each
      Lender agrees to indemnify the Administrative Agent and hold the Administrative
      Agent harmless for the full amount of any and all present or future Taxes and
      related liabilities (including penalties, interest, additions to tax and
      expenses, and any Taxes imposed by any jurisdiction on amounts payable to the
      Administrative Agent under this Section
      7.6)
      which
      are imposed on or with respect to principal, interest or fees payable to such
      Lender hereunder and which are not paid by the Company pursuant to this
Section
      7.6,
      whether
      or not such Taxes or related liabilities were correctly or legally asserted.
      This indemnification shall be made within 30 days from the date the
      Administrative Agent makes written demand therefor.

     

    SECTION
      8 INCREASED
      COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

     

    8.1 Increased
      Costs.
      (a)
      If,
      after the date hereof, the adoption of, or any change in, any applicable law,
      rule or regulation, or any change in the interpretation or administration of
      any
      applicable law, rule or regulation by any governmental authority, central bank
      or comparable agency charged with the interpretation or administration thereof,
      or compliance by any Lender with any request or directive (whether or not having
      the force of law) of any such authority, central bank or comparable agency:
      (i)
      shall impose, modify or deem applicable any reserve (including any reserve
      imposed by the FRB, but excluding any reserve included in the determination
      of
      the LIBOR Rate pursuant to Section
      4),
      special deposit or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended by any Lender; or (ii) shall impose on any
      Lender any other condition affecting its LIBOR Loans, its Note or its obligation
      to make LIBOR Loans; and the result of anything described in clauses (i) and
      (ii) above is to increase the cost to (or to impose a cost on) such Lender
      (or
      any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or
      to
      reduce the amount of any sum received or receivable by such Lender (or its
      LIBOR
      Office) under this Agreement or under its Note with respect thereto, then upon
      demand by such Lender (which demand shall be accompanied by a statement setting
      forth the basis for such demand and a calculation of the amount thereof in
      reasonable detail, a copy of which shall be furnished to the Administrative
      Agent), the Company shall pay directly to such Lender such additional amount
      as
      will compensate such Lender for such increased cost or such reduction, so long
      as such amounts have accrued on or after the day which is 180 days prior to
      the
      date on which such Lender first made demand therefor.

     

    (b) If
      any
      Lender shall reasonably determine that any change in, or the adoption or
      phase-in of, any applicable law, rule or regulation regarding capital adequacy,
      or any change in the interpretation or administration thereof by any
      governmental authority, central bank or comparable agency charged with the
      interpretation or administration thereof, or the compliance by any Lender or
      any
      Person controlling such Lender with any request or directive regarding capital
      adequacy (whether or not having the force of law) of any such authority, central
      bank or comparable agency, has or would have the effect of reducing the rate
      of
      return on such Lender’s or such controlling Person’s capital as a consequence of
      such Lender’s obligations hereunder or under any Letter of Credit to a level
      below that which such Lender or such controlling Person could have achieved
      but
      for such change, adoption, phase-in or compliance (taking into consideration
      such Lender’s or such controlling Person’s policies with respect to capital
      adequacy) by an amount deemed by such Lender or such controlling Person to
      be
      material, then from time to time, upon demand by such Lender (which demand
      shall
      be accompanied by a statement setting forth the basis for such demand and a
      calculation of the amount thereof in reasonable detail, a copy of which shall
      be
      furnished to the Administrative Agent), the Company shall pay to such Lender
      such additional amount as will compensate such Lender or such controlling Person
      for such reduction so long as such amounts have accrued on or after the day
      which is 180 days prior to the date on which such Lender first made demand
      therefor. 

     

    
      
        
        

      

      
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    8.2 Basis
      for Determining Interest Rate Inadequate or Unfair.
      If:

     

    (a) the
      Administrative Agent reasonably determines (which determination shall be binding
      and conclusive on the Company) that by reason of circumstances affecting the
      interbank LIBOR market adequate and reasonable means do not exist for
      ascertaining the applicable LIBOR Rate; or

     

    (b) the
      Required Lenders advise the Administrative Agent that the LIBOR Rate as
      determined by the Administrative Agent will not adequately and fairly reflect
      the cost to such Lenders of maintaining or funding LIBOR Loans for such Interest
      Period (taking into account any amount to which such Lenders may be entitled
      under Section
      8.1)
      or that
      the making or funding of LIBOR Loans has become impracticable as a result of
      an
      event occurring after the date of this Agreement which in the opinion of such
      Lenders materially affects such Loans;

     

    then
      the
      Administrative Agent shall promptly notify the other parties thereof and, so
      long as such circumstances shall continue, (i) no Lender shall be under any
      obligation to make or convert any Base Rate Loans into LIBOR Loans and (ii)
      on
      the last day of the current Interest Period for each LIBOR Loan, such Loan
      shall, unless then repaid in full, automatically convert to a Base Rate
      Loan.

     

    8.3 Changes
      in Law Rendering LIBOR Loans Unlawful.
      If any
      change in, or the adoption of any new, law or regulation, or any change in
      the
      interpretation of any applicable law or regulation by any governmental or other
      regulatory body charged with the administration thereof, should make it (or
      in
      the good faith judgment of any Lender cause a substantial question as to whether
      it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then
      such
      Lender shall promptly notify each of the other parties hereto and, so long
      as
      such circumstances shall continue, (a) such Lender shall have no obligation
      to
      make or convert any Base Rate Loan into a LIBOR Loan (but shall make Base Rate
      Loans concurrently with the making of or conversion of Base Rate Loans into
      LIBOR Loans by the Lenders which are not so affected, in each case in an amount
      equal to the amount of LIBOR Loans which would be made or converted into by
      such
      Lender at such time in the absence of such circumstances) and (b) on the last
      day of the current Interest Period for each LIBOR Loan of such Lender (or,
      in
      any event, on such earlier date as may be required by the relevant law,
      regulation or interpretation), such LIBOR Loan shall, unless then repaid in
      full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by
      a
      Lender which, but for the circumstances described in the foregoing sentence,
      would be a LIBOR Loan (an “Affected
      Loan”)
      shall
      remain outstanding for the period corresponding to the Group of LIBOR Loans
      of
      which such Affected Loan would be a part absent such circumstances.

     

    
      
        
        

      

      
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    8.4 Funding
      Losses.
      The
      Company hereby agrees that upon demand by any Lender (which demand shall be
      accompanied by a statement setting forth the basis for the amount being claimed,
      a copy of which shall be furnished to the Administrative Agent), the Company
      will indemnify such Lender against any net loss or expense which such Lender
      may
      sustain or incur (including any net loss or expense incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by such Lender
      to fund or maintain any LIBOR Loan), as reasonably determined by such Lender,
      as
      a result of (a) any payment, prepayment or conversion of any LIBOR Loan of
      such
      Lender on a date other than the last day of an Interest Period for such Loan
      (including any conversion pursuant to Section
      8.3)
      or (b)
      any failure of the Company to borrow, convert or continue any Loan on a date
      specified therefor in a notice of borrowing, conversion or continuation pursuant
      to this Agreement. For this purpose, all notices to the Administrative Agent
      pursuant to this Agreement shall be deemed to be irrevocable.

     

    8.5 Right
      of Lenders to Fund through Other Offices.
      Each
      Lender may, if it so elects, fulfill its commitment as to any LIBOR Loan by
      causing a foreign branch or Affiliate of such Lender to make such Loan;
provided
      that in
      such event for the purposes of this Agreement such Loan shall be deemed to
      have
      been made by such Lender and the obligation of the Company to repay such Loan
      shall nevertheless be to such Lender and shall be deemed held by it, to the
      extent of such Loan, for the account of such branch or Affiliate.

     

    8.6 Discretion
      of Lenders as to Manner of Funding.
      Notwithstanding any provision of this Agreement to the contrary, each Lender
      shall be entitled to fund and maintain its funding of all or any part of its
      Loans in any manner it sees fit, it being understood, however, that for the
      purposes of this Agreement all determinations hereunder shall be made as if
      such
      Lender had actually funded and maintained each LIBOR Loan during each Interest
      Period for such Loan through the purchase of deposits having a maturity
      corresponding to such Interest Period and bearing an interest rate equal to
      the
      LIBOR Rate for such Interest Period.

     

    8.7 Mitigation
      of Circumstances; Replacement of Lenders.
      (a)
      Each
      Lender shall promptly notify the Company and the Administrative Agent of any
      event of which it has knowledge which will result in, and will use reasonable
      commercial efforts available to it (and not, in such Lender’s sole judgment,
      otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any
      obligation by the Company to pay any amount pursuant to Sections
      7.6
      or
8.1
      or (ii)
      the occurrence of any circumstances described in Sections
      8.2
      or
8.3
      (and, if
      any Lender has given notice of any such event described in clause (i) or (ii)
      above and thereafter such event ceases to exist, such Lender shall promptly
      so
      notify the Company and the Administrative Agent). Without limiting the
      foregoing, each Lender will designate a different funding office if such
      designation will avoid (or reduce the cost to the Company of) any event
      described in clause (i) or (ii) above and such designation will not, in such
      Lender’s sole judgment, be otherwise disadvantageous to such
      Lender.

     

    (b) If
      the
      Company becomes obligated to pay additional amounts to any Lender pursuant
      to
Sections
      7.6
      or
8.1,
      or any
      Lender gives notice of the occurrence of any circumstances described in
Sections
      8.2
      or
8.3,
      the
      Company may designate another bank which is acceptable to the Administrative
      Agent and the Issuing Lender in their reasonable discretion (such other bank
      being called a “Replacement
      Lender”)
      to
      purchase the Loans of such Lender and such Lender’s rights hereunder, without
      recourse to or warranty by, or expense to, such Lender, for a purchase price
      equal to the outstanding principal amount of the Loans payable to such Lender
      plus any accrued but unpaid interest on such Loans and all accrued but unpaid
      fees owed to such Lender and any other amounts payable to such Lender under
      this
      Agreement, and to assume all the obligations of such Lender hereunder, and,
      upon
      such purchase and assumption (pursuant to an Assignment Agreement), such Lender
      shall no longer be a party hereto or have any rights hereunder (other than
      rights with respect to indemnities and similar rights applicable to such Lender
      prior to the date of such purchase and assumption) and shall be relieved from
      all obligations to the Company hereunder, and the Replacement Lender shall
      succeed to the rights and obligations of such Lender hereunder.

     

    
      
        
        

      

      
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    8.8 Conclusiveness
      of Statements; Survival of Provisions.
      Determinations and statements of any Lender pursuant to Sections
      8.1,
      8.2,
      8.3
      or
8.4
      shall be
      conclusive absent demonstrable error. Lenders may use reasonable averaging
      and
      attribution methods in determining compensation under Sections
      8.1
      and
8.4,
      and the
      provisions of such Sections shall survive repayment of the Obligations,
      cancellation of any Notes, expiration or termination of the Letters of Credit
      and termination of this Agreement.

     

    SECTION
      9 REPRESENTATIONS
      AND WARRANTIES.

     

    To
      induce
      the Administrative Agent and the Lenders to enter into this Agreement and to
      induce the Lenders to make Loans and issue and participate in Letters of Credit
      hereunder, the Company represents and warrants to the Administrative Agent
      and
      the Lenders that:

     

    9.1 Organization.
      Each
      Loan Party is validly existing and in good standing under the laws of its
      jurisdiction of organization; and each Loan Party is duly qualified to do
      business in each jurisdiction where, because of the nature of its activities
      or
      properties, such qualification is required, except for such jurisdictions where
      the failure to so qualify would not have a Material Adverse Effect.

     

    9.2 Authorization;
      No Conflict.
      Each
      Loan Party is duly authorized to execute and deliver each Loan Document to
      which
      it is a party, the Company is duly authorized to borrow monies hereunder and
      each Loan Party is duly authorized to perform its Obligations under each Loan
      Document to which it is a party. The execution, delivery and performance by
      each
      Loan Party of each Loan Document to which it is a party, and the borrowings
      by
      the Company hereunder, do not and will not (a) require any consent or approval
      of any governmental agency or authority (other than any consent or approval
      which has been obtained and is in full force and effect), (b) conflict with
      (i)
      any provision of law, (ii) the charter, by-laws or other organizational
      documents of any Loan Party or (iii) any agreement, indenture, instrument or
      other document, or any judgment, order or decree, which is binding upon any
      Loan
      Party or any of their respective properties or (c) require, or result in, the
      creation or imposition of any Lien on any asset of any Loan Party (other than
      Liens in favor of the Administrative Agent created pursuant to the Collateral
      Documents).

     

    9.3 Validity
      and Binding Nature.
      Each of
      this Agreement and each other Loan Document to which any Loan Party is a party
      is the legal, valid and binding obligation of such Person, enforceable against
      such Person in accordance with its terms, subject to bankruptcy, insolvency
      and
      similar laws affecting the enforceability of creditors’ rights generally and to
      general principles of equity.

     

    
      
        
        

      

      
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    9.4 Financial
      Condition.
      The
      audited consolidated financial statements of the Company and its Subsidiaries
      as
      at December 31, 2006 and the unaudited consolidated financial statements of
      the
      Company and the Subsidiaries as at May 31, 2007, copies of each of which have
      been delivered to each Lender, were prepared in accordance with GAAP (subject,
      in the case of such unaudited statements, to the absence of footnotes and to
      normal year-end adjustments) and present fairly the consolidated financial
      condition of the Company and its Subsidiaries as at such dates and the results
      of their operations for the periods then ended.

     

    9.5 No
      Material Adverse Change.
      Since
      December 31, 2006, there has been no material adverse change in the financial
      condition, operations, assets, business, properties or prospects of the Loan
      Parties taken as a whole.

     

    9.6 Litigation
      and Contingent Liabilities.
      No
      litigation (including derivative actions), arbitration proceeding or
      governmental investigation or proceeding is pending or, to the Company’s
      knowledge, threatened against any Loan Party which might reasonably be expected
      to have a Material Adverse Effect, except as set forth in Schedule
      9.6.
      Other
      than any liability incident to such litigation or proceedings, no Loan Party
      has
      any material contingent liabilities not listed on Schedule
      9.6
      or
      permitted by Section
      11.1.

     

    9.7 Ownership
      of Properties; Liens.
      Each
      Loan Party owns good and, in the case of real property, marketable title to
      all
      of its properties and assets, real and personal, tangible and intangible, of
      any
      nature whatsoever (including patents, trademarks, trade names, service marks
      and
      copyrights), free and clear of all Liens, charges and claims (including
      infringement claims with respect to patents, trademarks, service marks,
      copyrights and the like) except as permitted by Section
      11.2.

     

    9.8 Equity
      Ownership; Subsidiaries.
      All
      issued and outstanding Capital Securities of each Loan Party are duly authorized
      and validly issued, fully paid, non-assessable, and free and clear of all Liens
      other than those in favor of the Administrative Agent, and such securities
      were
      issued in compliance with all applicable state and federal laws concerning
      the
      issuance of securities. Schedule
      9.8
      sets
      forth the authorized Capital Securities of each Loan Party as of the Closing
      Date. All of the issued and outstanding Capital Securities of the Company are
      owned as set forth on Schedule
      9.8
      as of
      the Closing Date, and all of the issued and outstanding Capital Securities
      of
      each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company.
      As of the Closing Date, except as set forth on Schedule
      9.8,
      there
      are no pre-emptive or other outstanding rights, options, warrants, conversion
      rights or other similar agreements or understandings for the purchase or
      acquisition of any Capital Securities of any Loan Party.

     

    9.9 Pension
      Plans.
      (a)
      The
      Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty
      percent of the Total Plan Liability for all such Pension Plans. Each Pension
      Plan complies in all material respects with all applicable requirements of
      law
      and regulations. No contribution failure under Section 412 of the Code, Section
      302 of ERISA or the terms of any Pension Plan has occurred with respect to
      any
      Pension Plan, sufficient to give rise to a Lien under Section 302(f) of ERISA,
      or otherwise to have a Material Adverse Effect. There are no pending or, to
      the
      knowledge of Company, threatened, claims, actions, investigations or lawsuits
      against any Pension Plan, any fiduciary of any Pension Plan, or Company or
      other
      any member of the Controlled Group with respect to a Pension Plan or a
      Multiemployer Pension Plan which could reasonably be expected to have a Material
      Adverse Effect. Neither the Company nor any other member of the Controlled
      Group
      has engaged in any prohibited transaction (as defined in Section 4975 of the
      Code or Section 406 of ERISA) in connection with any Pension Plan or
      Multiemployer Pension Plan which would subject that Person to any material
      liability. Within the past five years, neither the Company nor any other member
      of the Controlled Group has engaged in a transaction which resulted in a Pension
      Plan with an Unfunded Liability being transferred out of the Controlled Group,
      which could reasonably be expected to have a Material Adverse Effect. No
      Termination Event has occurred or is reasonably expected to occur with respect
      to any Pension Plan, which could reasonably be expected to have a Material
      Adverse Effect.

     

    
      
        
        

      

      
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    (b) All
      contributions (if any) have been made to any Multiemployer Pension Plan that
      are
      required to be made by the Company or any other member of the Controlled Group
      under the terms of the plan or of any collective bargaining agreement or by
      applicable law; neither the Company nor any other member of the Controlled
      Group
      has withdrawn or partially withdrawn from any Multiemployer Pension Plan,
      incurred any withdrawal liability with respect to any such plan or received
      notice of any claim or demand for withdrawal liability or partial withdrawal
      liability from any such plan, and no condition has occurred which, if continued,
      could result in a withdrawal or partial withdrawal from any such plan; and
      neither the Company nor any other member of the Controlled Group has received
      any notice that any Multiemployer Pension Plan is in reorganization, that
      increased contributions may be required to avoid a reduction in plan benefits
      or
      the imposition of any excise tax, that any such plan is or has been funded
      at a
      rate less than that required under Section 412 of the Code, that any such plan
      is or may be terminated, or that any such plan is or may become
      insolvent.

     

    9.10 Investment
      Company Act.
      No Loan
      Party is an “investment company” or a company “controlled” by an “investment
      company” or a “subsidiary” of an “investment company,” within the meaning of the
      Investment Company Act of 1940.

     

    9.11 Public
      Utility Holding Company Act.
      No Loan
      Party is a “holding company”, or a “subsidiary company” of a “holding company,”
or an “affiliate” of a “holding company” or of a “subsidiary company” of a
“holding company,” within the meaning of the Public Utility Holding Company Act
      of 1935.

     

    9.12 Regulation
      U.
      The
      Company is not engaged principally, or as one of its important activities,
      in
      the business of extending credit for the purpose of purchasing or carrying
      Margin Stock.

     

    9.13 Taxes.
      Each
      Loan Party has timely filed all tax returns and reports required by law to
      have
      been filed by it and has paid all taxes and governmental charges due and payable
      with respect to such return, except any such taxes or charges which are being
      diligently contested in good faith by appropriate proceedings and for which
      adequate reserves in accordance with GAAP shall have been set aside on its
      books. The Loan Parties have made adequate reserves on their books and records
      in accordance with GAAP for all taxes that have accrued but which are not yet
      due and payable. No Loan Party has participated in any transaction that relates
      to a year of the taxpayer (which is still open under the applicable statute
      of
      limitations) which is a “reportable transaction” within the meaning of Treasury
      Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction
      was entered into).

     

    
      
        
        

      

      
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    9.14 Solvency,
      etc.
      On the
      Closing Date, and immediately prior to and after giving effect to the issuance
      of each Letter of Credit and each borrowing hereunder and the use of the
      proceeds thereof, with respect to each Loan Party, individually, (a) the fair
      value of its assets is greater than the amount of its liabilities (including
      disputed, contingent and unliquidated liabilities) as such value is established
      and liabilities evaluated in accordance with GAAP, (b) the present fair saleable
      value of its assets is not less than the amount that will be required to pay
      the
      probable liability on its debts as they become absolute and matured, (c) it
      is
      able to realize upon its assets and pay its debts and other liabilities
      (including disputed, contingent and unliquidated liabilities) as they mature
      in
      the normal course of business, (d) it does not intend to, and does not believe
      that it will, incur debts or liabilities beyond its ability to pay as such
      debts
      and liabilities mature and (e) it is not engaged in business or a transaction,
      and is not about to engage in business or a transaction, for which its property
      would constitute unreasonably small capital.

     

    9.15 Environmental
      Matters.
      The
      on-going operations of each Loan Party comply in all respects with all
      Environmental Laws, except such non-compliance which could not (if enforced
      in
      accordance with applicable law) reasonably be expected to result, either
      individually or in the aggregate, in a Material Adverse Effect. Each Loan Party
      has obtained, and maintained in good standing, all licenses, permits,
      authorizations, registrations and other approvals required under any
      Environmental Law and required for their respective ordinary course operations,
      and for their reasonably anticipated future operations, and each Loan Party
      is
      in compliance with all terms and conditions thereof, except where the failure
      to
      do so could not reasonably be expected to result in material liability to any
      Loan Party and could not reasonably be expected to result, either individually
      or in the aggregate, in a Material Adverse Effect. No Loan Party or any of
      its
      properties or operations is subject to, or reasonably anticipates the issuance
      of, any written order from or agreement with any Federal, state or local
      governmental authority, nor subject to any judicial or docketed administrative
      or other proceeding, respecting any Environmental Law, Environmental Claim
      or
      Hazardous Substance. There are no Hazardous Substances or other conditions
      or
      circumstances existing with respect to any property, arising from operations
      prior to the Closing Date, or relating to any waste disposal, of any Loan Party
      that would reasonably be expected to result, either individually or in the
      aggregate, in a Material Adverse Effect. No Loan Party has any underground
      storage tanks that are not properly registered or permitted under applicable
      Environmental Laws or that at any time have released, leaked, disposed of or
      otherwise discharged Hazardous Substances.

     

    9.16 Insurance.
      Set
      forth on Schedule
      9.16
      is a
      complete and accurate summary of the property and casualty insurance program
      of
      the Loan Parties as of the Closing Date (including the names of all insurers,
      policy numbers, expiration dates, amounts and types of coverage, annual
      premiums, exclusions, deductibles, self-insured retention, and a description
      in
      reasonable detail of any self-insurance program, retrospective rating plan,
      fronting arrangement or other risk assumption arrangement involving any Loan
      Party). Each Loan Party and its properties are insured with financially sound
      and reputable insurance companies which are not Affiliates of the Loan Parties,
      in such amounts, with such deductibles and covering such risks as are
      customarily carried by companies engaged in similar businesses and owning
      similar properties in localities where such Loan Parties operate. 

     

    
      
        
        

      

      
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    9.17 Real
      Property.
      Set
      forth on Schedule
      9.17
      is a
      complete and accurate list, as of the Closing Date, of the address of all real
      property owned or leased by any Loan Party, together with, in the case of leased
      property, the name and mailing address of the lessor of such
      property.

     

    9.18 Information.
      All
      information heretofore or contemporaneously herewith furnished in writing by
      any
      Loan Party to the Administrative Agent or any Lender for purposes of or in
      connection with this Agreement and the transactions contemplated hereby is,
      and
      all written information hereafter furnished by or on behalf of any Loan Party
      to
      the Administrative Agent or any Lender pursuant hereto or in connection herewith
      will be, true and accurate in every material respect on the date as of which
      such information is dated or certified, and none of such information is or
      will
      be incomplete by omitting to state any material fact necessary to make such
      information not misleading in light of the circumstances under which made (it
      being recognized by the Administrative Agent and the Lenders that any
      projections and forecasts provided by the Company are based on good faith
      estimates and assumptions believed by the Company to be reasonable as of the
      date of the applicable projections or assumptions and that actual results during
      the period or periods covered by any such projections and forecasts may differ
      from projected or forecasted results).

     

    9.19 Intellectual
      Property.
      Each
      Loan Party owns and possesses or has a license or other right to use all
      patents, patent rights, trademarks, trademark rights, trade names, trade name
      rights, service marks, service mark rights and copyrights as are necessary
      for
      the conduct of the businesses of the Loan Parties, without any infringement
      upon
      rights of others which could reasonably be expected to have a Material Adverse
      Effect.

     

    9.20 Burdensome
      Obligations.
      No Loan
      Party is a party to any agreement or contract or subject to any restriction
      contained in its organizational documents which could reasonably be expected
      to
      have a Material Adverse Effect.

     

    9.21 Labor
      Matters.
      Except
      as set forth on Schedule
      9.21,
      no Loan
      Party is subject to any labor or collective bargaining agreement. There are
      no
      existing or threatened strikes, lockouts or other labor disputes involving
      any
      Loan Party that singly or in the aggregate could reasonably be expected to
      have
      a Material Adverse Effect. Hours worked by and payment made to employees of
      the
      Loan Parties are not in violation of the Fair Labor Standards Act or any other
      applicable law, rule or regulation dealing with such matters.

     

    9.22 No
      Default.
      No
      Event of Default or Unmatured Event of Default exists or would result from
      the
      incurrence by any Loan Party of any Debt hereunder or under any other Loan
      Document.

     

    9.23 Subordinated
      Debt.
      The
      subordination provisions of the Subordinated Debt are enforceable against the
      holders of the Subordinated Debt by the Administrative Agent and the Lenders.
      All Obligations constitute senior Debt entitled to the benefits of the
      subordination provisions contained in the Subordinated Debt. The Company
      acknowledges that the Administrative Agent and each Lender are entering into
      this Agreement and are extending the Commitments and making the Loans in
      reliance upon the subordination provisions of the Subordinated Debt and this
      Section
      9.23.

     

    
      
        
        

      

      
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    SECTION
      10 AFFIRMATIVE
      COVENANTS.

     

    Until
      the
      expiration or termination of the Commitments and thereafter until all
      Obligations hereunder and under the other Loan Documents are paid in full and
      all Letters of Credit have been terminated, the Company agrees that, unless
      at
      any time the Required Lenders shall otherwise expressly consent in writing,
      it
      will:

     

    10.1 Reports,
      Certificates and Other Information.
      Furnish
      to the Administrative Agent and each Lender:

     

    10.1.1 Annual
      Report.
      Promptly when available and in any event within 120 days after the close of
      each
      Fiscal Year: (a) a copy of the annual audit report of the Company and its
      Subsidiaries for such Fiscal Year, including therein consolidated balance sheets
      and statements of earnings and cash flows of the Company and its Subsidiaries
      as
      at the end of such Fiscal Year, certified without adverse reference to going
      concern value and without qualification by independent auditors of recognized
      standing selected by the Company and reasonably acceptable to the Administrative
      Agent, acknowledging that in making the examination necessary for the signing
      of
      such annual audit report by such accountants, nothing came to their attention
      that caused them to believe that the Company was not in compliance with any
      provision of Sections
      11.1,
      11.3,
      11.4
      or
11.14
      of this
      Agreement insofar as such provision relates to accounting matters or, if
      something has come to their attention that caused them to believe that the
      Company was not in compliance with any such provision, describing such
      non-compliance in reasonable detail; and (b) a consolidating balance sheet
      of
      the Company and its Subsidiaries as of the end of such Fiscal Year and
      consolidating statement of earnings and cash flows for the Company and its
      Subsidiaries for such Fiscal Year, certified by a Senior Officer of the
      Company.

     

    10.1.2 Interim
      Reports.
      (a)
      Promptly when available and in any event within 45 days after the end of each
      Fiscal Quarter, consolidated and consolidating balance sheets of the Company
      and
      its Subsidiaries as of the end of such Fiscal Quarter, together with
      consolidated and consolidating statements of earnings and cash flows for such
      Fiscal Quarter and for the period beginning with the first day of such Fiscal
      Year and ending on the last day of such Fiscal Quarter, together with a
      comparison with the corresponding period of the previous Fiscal Year and a
      report summarizing the utilization of Company’s Eligible Inventory, categorized
      as “in use” or “not in use” and showing the utilization percentage by dollar
      amount and by number of units and providing such information with respect to
      the
      Company’s operations as a whole with respect to each branch office operated by
      Company, certified by a Senior Officer of the Company; and (b) promptly when
      available and in any event within 30 days after the end of each month,
      consolidated and consolidating balance sheets of the Company and its
      Subsidiaries as of the end of such month, together with consolidated statements
      of earnings for such month and for the period beginning with the first day
      of
      such Fiscal Year and ending on the last day of such month, together with a
      comparison with the corresponding period of the previous Fiscal Year for such
      period of the current Fiscal Year and a complete list of Accounts and Inventory,
      with the unit numbers, assigned branch, acquisition costs and dates of
      acquisition, certified by a Senior Officer of the Company.

     

    
      
        
        

      

      
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    10.1.3 Compliance
      Certificates.
      Contemporaneously with the furnishing of a copy of each annual audit report
      pursuant to Section
      10.1.1
      and each
      set of quarterly statements pursuant to Section
      10.1.2,
      a duly
      completed compliance certificate in the form of Exhibit
      B,
      with
      appropriate insertions, dated the date of such annual report or such quarterly
      statements and signed by a Senior Officer of the Company, containing (i) a
      computation of each of the financial ratios and restrictions set forth in
Section
      11.14
      and to
      the effect that such officer has not become aware of any Event of Default or
      Unmatured Event of Default that has occurred and is continuing or, if there
      is
      any such event, describing it and the steps, if any, being taken to cure it
      and
      (ii) a written statement of the Company’s management setting forth a discussion
      of the Company’s financial condition, changes in financial condition and results
      of operations.

     

    10.1.4 Reports
      to the SEC and to Shareholders.
      Promptly upon the filing or sending thereof, copies of all regular, periodic
      or
      special reports of any Loan Party filed with the SEC; copies of all registration
      statements of any Loan Party filed with the SEC (other than on Form S-8); and
      copies of all proxy statements or other communications made to security holders
      generally.

     

    10.1.5 Notice
      of Default, Litigation and ERISA Matters.
      Promptly upon becoming aware of any of the following, written notice describing
      the same and the steps being taken by the Company or the Subsidiary affected
      thereby with respect thereto:

     

    (a) the
      occurrence of an Event of Default or an Unmatured Event of Default;

     

    (b) any
      litigation, arbitration or governmental investigation or proceeding not
      previously disclosed by the Company to the Lenders which has been instituted
      or,
      to the knowledge of the Company, is threatened against any Loan Party or to
      which any of the properties of any thereof is subject which might reasonably
      be
      expected to have a Material Adverse Effect;

     

    (c) the
      institution of any steps by any member of the Controlled Group or any other
      Person to terminate any Pension Plan, or the failure of any member of the
      Controlled Group to make a required contribution to any Pension Plan (if such
      failure is sufficient to give rise to a Lien under Section 302(f) of ERISA)
      or
      to any Multiemployer Pension Plan, or the taking of any action with respect
      to a
      Pension Plan which could result in the requirement that the Company furnish
      a
      bond or other security to the PBGC or such Pension Plan, or the occurrence
      of
      any event with respect to any Pension Plan or Multiemployer Pension Plan which
      could result in the incurrence by any member of the Controlled Group of any
      material liability, fine or penalty (including any claim or demand for
      withdrawal liability or partial withdrawal from any Multiemployer Pension Plan),
      or any material increase in the contingent liability of the Company with respect
      to any post-retirement welfare benefit plan or other employee benefit plan
      of
      the Company or another member of the Controlled Group, or any notice that any
      Multiemployer Pension Plan is in reorganization, that increased contributions
      may be required to avoid a reduction in plan benefits or the imposition of
      an
      excise tax, that any such plan is or has been funded at a rate less than that
      required under Section 412 of the Code, that any such plan is or may be
      terminated, or that any such plan is or may become insolvent;

     

    (d) any
      cancellation or material change in any insurance maintained by any Loan Party;
      or

     

    
      
        
        

      

      
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    (e) any
      other
      event (including (i) any violation of any Environmental Law or the assertion
      of
      any Environmental Claim or (ii) the enactment or effectiveness of any law,
      rule
      or regulation) which might reasonably be expected to have a Material Adverse
      Effect.

     

    10.1.6 Borrowing
      Base Certificates.
      Within
      30 days of the end of each month, a Borrowing Base Certificate dated as of
      the
      end of such month and executed by a Senior Officer of the Company on behalf
      of
      the Company (provided
      that (a)
      the Company may deliver a Borrowing Base Certificate more frequently if it
      chooses and (b) at any time an Event of Default exists, the Administrative
      Agent
      may require the Company to deliver Borrowing Base Certificates more
      frequently).

     

    10.1.7 Management
      Reports.
      Promptly upon receipt thereof, copies of all detailed financial and management
      reports submitted to the Company by independent auditors in connection with
      each
      annual or interim audit made by such auditors of the books of the
      Company.

     

    10.1.8 Projections.
      As soon
      as practicable, and in any event not later than 90 days after the commencement
      of each Fiscal Year, financial projections for the Company and its Subsidiaries
      for such Fiscal Year prepared in a manner consistent with the projections
      delivered by the Company to the Lenders prior to the Closing Date or otherwise
      in a manner reasonably satisfactory to the Administrative Agent.

     

    10.1.9 Subordinated
      Debt Notices.
      Promptly following receipt, copies of any notices (including notices of default
      or acceleration) received from any holder or trustee of, under or with respect
      to any Subordinated Debt.

     

    10.1.10 Other
      Information.
      Promptly from time to time, such other information concerning the Loan Parties
      as any Lender or the Administrative Agent may reasonably request.

     

    10.2 Books,
      Records and Inspections.
      Keep,
      and cause each other Loan Party to keep, its books and records in accordance
      with sound business practices sufficient to allow the preparation of financial
      statements in accordance with GAAP; permit, and cause each other Loan Party
      to
      permit, any Lender or the Administrative Agent or any representative thereof
      to
      inspect the properties and operations of the Loan Parties; and permit, and
      cause
      each other Loan Party to permit, at any reasonable time and with reasonable
      notice (or at any time without notice if an Event of Default exists), any Lender
      or the Administrative Agent or any representative thereof to visit any or all
      of
      its offices, to discuss its financial matters with its officers and its
      independent auditors (and the Company hereby authorizes such independent
      auditors to discuss such financial matters with any Lender or the Administrative
      Agent or any representative thereof), and to examine (and, at the expense of
      the
      Loan Parties, photocopy extracts from) any of its books or other records; and
      permit, and cause each other Loan Party to permit, the Administrative Agent
      and
      its representatives to inspect the Inventory and other tangible assets of the
      Loan Parties, to perform appraisals of the equipment of the Loan Parties, and
      to
      inspect, audit, check and make copies of and extracts from the books, records,
      computer data, computer programs, journals, orders, receipts, correspondence
      and
      other data relating to Inventory, Accounts and any other collateral. All such
      inspections or audits by the Administrative Agent shall be at the Company’s
      expense, provided
      that so
      long as no Event of Default or Unmatured Event of Default exists, the Company
      shall not be required to reimburse the Administrative Agent for a physical
      appraisal more frequently than once every two Fiscal Years, and a desktop
      appraisal more frequently than once each Fiscal Year.

     

    
      
        
        

      

      
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    10.3 Maintenance
      of Property; Insurance.
      (a)
      Keep,
      and cause each other Loan Party to keep, all property useful and necessary
      in
      the business of the Loan Parties in good working order and condition, ordinary
      wear and tear excepted.

     

    (b) Maintain,
      and cause each other Loan Party to maintain, with responsible insurance
      companies, such insurance coverage as may be required by any law or governmental
      regulation or court decree or order applicable to it and such other insurance,
      to such extent and against such hazards and liabilities, as is customarily
      maintained by companies similarly situated, but which shall insure against
      all
      risks and liabilities of the type identified on Schedule
      9.16
      and
      shall have insured amounts no less than, and deductibles no higher than, those
      set forth on such schedule; and, upon request of the Administrative Agent or
      any
      Lender, furnish to the Administrative Agent or such Lender a certificate setting
      forth in reasonable detail the nature and extent of all insurance maintained
      by
      the Loan Parties. The Company shall cause each issuer of an insurance policy
      to
      provide the Administrative Agent with an endorsement (i) showing the
      Administrative Agent as loss payee with respect to each policy of property
      or
      casualty insurance and naming the Administrative Agent as an additional insured
      with respect to each policy of liability insurance, (ii) providing that 30
      days’
notice will be given to the Administrative Agent prior to any cancellation
      of,
      material reduction or change in coverage provided by or other material
      modification to such policy and (iii) reasonably acceptable in all other
      respects to the Administrative Agent. The Company shall execute and deliver
      to
      the Administrative Agent a collateral assignment, in form and substance
      satisfactory to the Administrative Agent, of each business interruption
      insurance policy maintained by the Company.

     

    (c) UNLESS
      THE COMPANY PROVIDES THE ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE
      COVERAGE REQUIRED BY THIS AGREEMENT, THE ADMINISTRATIVE AGENT MAY PURCHASE
      INSURANCE AT THE COMPANY’S EXPENSE TO PROTECT THE ADMINISTRATIVE AGENT’S AND THE
      LENDERS’ INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT
      ANY LOAN PARTY’S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE AGENT PURCHASES
      MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY IN CONNECTION WITH
      THE
      COLLATERAL. THE COMPANY MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE
      ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THE ADMINISTRATIVE AGENT WITH
      EVIDENCE THAT THE COMPANY HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT.
      IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, THE COMPANY
      WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND
      ANY
      OTHER CHARGES THAT MAY BE IMPOSED WITH THE PLACEMENT OF THE INSURANCE, UNTIL
      THE
      EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS
      OF
      THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER.
      THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN
      PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN.

     

    
      
        
        

      

      
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    10.4 Compliance
      with Laws; Payment of Taxes and Liabilities.
      (a)
      Comply,
      and cause each other Loan Party to comply, in all material respects with all
      applicable laws, rules, regulations, decrees, orders, judgments, licenses and
      permits, except where failure to comply could not reasonably be expected to
      have
      a Material Adverse Effect; (b) without limiting clause
      (a)
      above,
      ensure, and cause each other Loan Party to ensure, that no person who owns
      a
      controlling interest in or otherwise controls a Loan Party is or shall be (i)
      listed on the Specially Designated Nationals and Blocked Person List maintained
      by the Office of Foreign Assets Control (“OFAC”),
      Department of the Treasury, and/or any other similar lists maintained by OFAC
      pursuant to any authorizing statute, Executive Order or regulation or (ii)
      a
      person designated under Section 1(b), (c) or (d) of Executive Order No. 13224
      (September 23, 2001), any related enabling legislation or any other similar
      Executive Orders, (c) without limiting clause
      (a)
      above,
      comply, and cause each other Loan Party to comply, with all applicable Bank
      Secrecy Act (“BSA”)
      and
      anti-money laundering laws and regulations (d) without limiting clause
      (a)
      above,
      comply, and cause each other Loan Party to comply, with all applicable tax
      shelter registration requirements and (e) pay, and cause each other Loan Party
      to pay, prior to delinquency, all taxes and other governmental charges against
      it or any collateral, as well as claims of any kind which, if unpaid, could
      become a Lien on any of its property; provided
      that the
      foregoing shall not require any Loan Party to pay any such tax or charge so
      long
      as it shall contest the validity thereof in good faith by appropriate
      proceedings and shall set aside on its books adequate reserves with respect
      thereto in accordance with GAAP and, in the case of a claim which could become
      a
      Lien on any collateral, such contest proceedings shall stay the foreclosure
      of
      such Lien or the sale of any portion of the collateral to satisfy such
      claim.

     

    10.5 Maintenance
      of Existence, etc.
      Maintain and preserve, and (subject to Section
      11.5)
      cause
      each other Loan Party to maintain and preserve, (a) its existence and good
      standing in the jurisdiction of its organization and (b) its qualification
      to do
      business and good standing in each jurisdiction where the nature of its business
      makes such qualification necessary (other than such jurisdictions in which
      the
      failure to be qualified or in good standing could not reasonably be expected
      to
      have a Material Adverse Effect).

     

    10.6 Use
      of
      Proceeds.
      Use the
      proceeds of the Loans, and the Letters of Credit, solely to refinance existing
      Debt, for working capital purposes, for Acquisitions permitted by Section
      11.5
      and for
      other general business purposes; and not use or permit any proceeds of any
      Loan
      to be used, either directly or indirectly, for the purpose, whether immediate,
      incidental or ultimate, of “purchasing or carrying” any Margin
      Stock.

     

    10.7 Employee
      Benefit Plans. 

     

    (a) Maintain,
      and cause each other member of the Controlled Group to maintain, each Pension
      Plan in substantial compliance with all applicable requirements of law and
      regulations.

     

    (b) Make,
      and
      cause each other member of the Controlled Group to make, on a timely basis,
      all
      required contributions to any Multiemployer Pension Plan.

     

    
      
        
        

      

      
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    (c) Not,
      and
      not permit any other member of the Controlled Group to (i) seek a waiver of
      the
      minimum funding standards of ERISA, (ii) terminate or withdraw from any Pension
      Plan or Multiemployer Pension Plan or (iii) take any other action with respect
      to any Pension Plan that would reasonably be expected to entitle the PBGC to
      terminate, impose liability in respect of, or cause a trustee to be appointed
      to
      administer, any Pension Plan, unless the actions or events described in clauses
      (i), (ii) and (iii) individually or in the aggregate would not have a Material
      Adverse Effect.

     

    10.8 Environmental
      Matters.
      If any
      release or threatened release or other disposal of Hazardous Substances shall
      occur or shall have occurred on any real property or any other assets of any
      Loan Party, the Company shall, or shall cause the applicable Loan Party to,
      cause the prompt containment and removal of such Hazardous Substances and the
      remediation of such real property or other assets as necessary to comply with
      all Environmental Laws and to preserve the value of such real property or other
      assets. Without limiting the generality of the foregoing, the Company shall,
      and
      shall cause each other Loan Party to, comply with any Federal or state judicial
      or administrative order requiring the performance at any real property of any
      Loan Party of activities in response to the release or threatened release of
      a
      Hazardous Substance. To the extent that the transportation of Hazardous
      Substances is permitted by this Agreement, the Company shall, and shall cause
      its Subsidiaries to, dispose of such Hazardous Substances, or of any other
      wastes, only at licensed disposal facilities operating in compliance with
      Environmental Laws. 

     

    10.9 Further
      Assurances.
      Take,
      and cause each other Loan Party to take, such actions as are necessary or as
      the
      Administrative Agent or the Required Lenders may reasonably request from time
      to
      time to ensure that the Obligations of each Loan Party under the Loan Documents
      are secured by substantially all of the assets of the Company and each domestic
      Subsidiary (as well as all Capital Securities of each domestic Subsidiary and
      65% of all Capital Securities of each direct foreign Subsidiary) and guaranteed
      by each domestic Subsidiary (including, upon the acquisition or creation
      thereof, any Subsidiary acquired or created after the Closing Date), in each
      case as the Administrative Agent may determine, including (a) the execution
      and
      delivery of guaranties, security agreements, pledge agreements, mortgages,
      deeds
      of trust, financing statements and other documents, and the filing or recording
      of any of the foregoing and (b) the delivery of certificated securities and
      other Collateral with respect to which perfection is obtained by
      possession.

     

    10.10 Deposit
      Accounts.
      Unless
      the Administrative Agent otherwise consents in writing, in order to facilitate
      the Administrative Agent’s and the Lenders’ maintenance and monitoring of their
      security interests in the collateral, maintain all of their principal deposit
      accounts with the Administrative Agent.

     

    SECTION
      11 NEGATIVE
      COVENANTS

     

    Until
      the
      expiration or termination of the Commitments and thereafter until all
      Obligations hereunder and under the other Loan Documents are paid in full and
      all Letters of Credit have been terminated, the Company agrees that, unless
      at
      any time the Required Lenders shall otherwise expressly consent in writing,
      it
      will:


    
      
        
        

      

      
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    11.1 Debt.
      Not,
      and not permit any other Loan Party to, create, incur, assume or suffer to
      exist
      any Debt, except:

     

    (a) Obligations
      under this Agreement and the other Loan Documents;

     

    (b) Debt
      secured by Liens permitted by Section
      11.2(d),
      and
      extensions, renewals and refinancings thereof; provided
      that the
      aggregate amount of all such Debt at any time outstanding shall not exceed
      $500,000.00;

     

    (c) Subordinated
      Debt;

     

    (d) Hedging
      Obligations approved by Administrative Agent and incurred in favor of a Lender
      or an Affiliate thereof for bona fide hedging purposes and not for speculation;
      and

     

    (e) other
      unsecured trade Debt, in addition to the Debt listed above, incurred in the
      ordinary course of business.

     

    11.2 Liens.
      Not,
      and not permit any other Loan Party to, create or permit to exist any Lien
      on
      any of its real or personal properties, assets or rights of whatsoever nature
      (whether now owned or hereafter acquired), except:

     

    (a) Liens
      for
      taxes or other governmental charges not at the time delinquent or thereafter
      payable without penalty or being contested in good faith by appropriate
      proceedings and, in each case, for which it maintains adequate
      reserves;

     

    (b) Liens
      arising in the ordinary course of business (such as (i) Liens of carriers,
      warehousemen, mechanics and materialmen and other similar Liens imposed by
      law
      and (ii) Liens in the form of deposits or pledges incurred in connection with
      worker’s compensation, unemployment compensation and other types of social
      security (excluding Liens arising under ERISA) or in connection with surety
      bonds, bids, performance bonds and similar obligations) for sums not overdue
      or
      being contested in good faith by appropriate proceedings and not involving
      any
      advances or borrowed money or the deferred purchase price of property or
      services and, in each case, for which it maintains adequate
      reserves;

     

    (c) Liens
      described on Schedule
      11.2
      as of
      the Closing Date;

     

    (d) subject
      to the limitation set forth in Section
      11.1(b),
      (i)
      Liens arising in connection with Capital Leases (and attaching only to the
      property being leased), (ii) Liens existing on property at the time of the
      acquisition thereof by any Loan Party (and not created in contemplation of
      such
      acquisition) and (iii) Liens that constitute purchase money security interests
      on any property securing debt incurred for the purpose of financing all or
      any
      part of the cost of acquiring such property, provided
      that any
      such Lien attaches to such property within 20 days of the acquisition thereof
      and attaches solely to the property so acquired;

     

    
      
        
        

      

      
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    (e) easements,
      rights of way, restrictions, minor defects or irregularities in title and other
      similar Liens not interfering in any material respect with the ordinary conduct
      of the business of any Loan Party; and

     

    (f) Liens
      arising under the Loan Documents.

     

    11.3 Intentionally
      Omitted.

     

    11.4 Restricted
      Payments.
      Not,
      and not permit any other Loan Party to, (a) make any distribution to any holders
      of its Capital Securities, (b) purchase or redeem any of its Capital Securities,
      (c) pay any management fees or similar fees to any of its equityholders or
      any
      Affiliate thereof, (d) make any redemption, prepayment, defeasance, repurchase
      or any other payment in respect of any Subordinated Debt or (e) set aside funds
      for any of the foregoing. Notwithstanding the foregoing, (i) any Subsidiary
      may
      pay dividends or make other distributions to the Company or to a domestic
      Wholly-Owned Subsidiary; (ii) so long as no Event of Default or Unmatured Event
      of Default exists or would result therefrom, the Company may pay management
      fees
      to Ronald F. Valenta in an aggregate amount not exceeding $250,000.00 in any
      Fiscal Year; (iii) the Company may make regularly scheduled payments of interest
      in respect of Subordinated Debt to the extent permitted under the subordination
      provisions thereof and any other payments expressly permitted pursuant to
      Section 6 of the Subordination Agreement; and (iv) MOAC may repurchase shares
      of
      Class B Common Stock from employees upon a termination of employment in
      accordance with MOAC’s repurchase rights under subscription agreements for such
      stock. 

     

    11.5 Mergers,
      Consolidations, Sales.
      Not,
      and not permit any other Loan Party to, (a) be a party to any merger or
      consolidation, or purchase or otherwise acquire all or substantially all of
      the
      assets or any Capital Securities of any class of, or any partnership or joint
      venture interest in, any other Person, (b) sell, transfer, convey or lease
      all
      or any substantial part of its assets or Capital Securities (including the
      sale
      of Capital Securities of any Subsidiary) except for (i) sales of inventory
      in
      the ordinary course of business, (ii) any issuance of shares of MOAC’s common
      Capital Securities pursuant to any employee or director option program, benefit
      plan or compensation program or (iii) any issuance by a Subsidiary to the
      Company or another Subsidiary in accordance with Section
      11.4,
      or (c)
      sell or assign with or without recourse any receivables, except for (i) any
      such
      merger, consolidation, sale, transfer, conveyance, lease or assignment of or
      by
      any Wholly-Owned Subsidiary into the Company or into any other domestic
      Wholly-Owned Subsidiary; (ii) any such merger, consolidation, sale, transfer,
      conveyance, lease or assignment of or by MOAC into the Company, provided such
      transaction is approved in advance in writing by Administrative Agent in its
      sole discretion which will not be unreasonably withheld; (iii) any such purchase
      or other acquisition by the Company or any domestic Wholly-Owned Subsidiary
      of
      the assets or Capital Securities of any Wholly-Owned Subsidiary; and (iv) any
      Acquisition by the Company or any domestic Wholly-Owned Subsidiary
      where:

     

    (A) the
      business or division acquired are for use, or the Person acquired is engaged,
      in
      the businesses engaged in by the Loan Parties on the Closing Date;

     

    (B) immediately
      before and after giving effect to such Acquisition, no Event of Default or
      Unmatured Event of Default shall exist;

     

    
      
        
        

      

      
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    (C) the
      aggregate consideration to be paid by the Loan Parties (including any Debt
      assumed or issued in connection therewith, the amount thereof to be calculated
      in accordance with GAAP) in connection with such Acquisition (or any series
      of
      related Acquisitions) or in the aggregate in any Fiscal Year is less than
      $10,000,000.00;

     

    (D) immediately
      after giving effect to such Acquisition, the Company is in pro forma compliance
      with all the financial ratios and restrictions set forth in Section
      11.14;

     

    (E) in
      the
      case of the Acquisition of any Person, the board of directors or similar
      governing body of such Person has approved such Acquisition;

     

    (F) reasonably
      prior to such Acquisition (and in any event not less than five (5) Business
      Days), the Administrative Agent shall have received draft copies of each
      material document, instrument and agreement to be executed in connection with
      such Acquisition with complete executed copies to be delivered to Administrative
      Agent by Borrower immediately following closing of the Acquisition, together
      with all lien search reports and lien release letters and other documents as
      the
      Administrative Agent may require to evidence the termination of Liens on the
      assets or business to be acquired;

     

    (G) not
      less
      than ten Business Days prior to such Acquisition, the Administrative Agent
      and
      Lenders shall have received an acquisition summary with respect to the Person
      and/or business or division to be acquired, such summary to include a reasonably
      detailed description thereof (including financial information) and operating
      results (including financial statements for the most recent 12 month period
      for
      which they are available and as otherwise available), the terms and conditions,
      including economic terms, of the proposed Acquisition, and the Company’s
      calculation of pro forma EBITDA relating thereto;

     

    (H) the
      Administrative Agent and Required Lenders shall have approved the Company’s
      computation of pro forma EBITDA;

     

    (I) consents
      have been obtained in favor of the Administrative Agent and the Lenders to
      the
      collateral assignment of rights and indemnities under the related acquisition
      documents and opinions of counsel for the Loan Parties and (if delivered to
      the
      Loan Party) the selling party in favor of the Administrative Agent and the
      Lenders have been delivered; 

     

    (J) the
      provisions of Section
      10.10
      have
      been satisfied;

     

    (K) simultaneously
      with the closing of such Acquisition, the target company (if such Acquisition
      is
      structured as a purchase of equity) or the Loan Party (if such Acquisition
      is
      structured as a purchase of assets or a merger and a Loan Party is the surviving
      entity) executes and delivers to Administrative Agent (a) such documents
      necessary to grant to Administrative Agent for the benefit of the Lenders a
      first priority Lien in all of the assets of such target company or surviving
      company, and their respective Subsidiaries, each in form and substance
      satisfactory to Administrative Agent and (b) an unlimited Guaranty of the
      Obligations, or at the option of Administrative Agent in Administrative Agent's
      absolute discretion, a joinder agreement satisfactory to Administrative Agent
      in
      which such target company or surviving company, and their respective
      Subsidiaries becomes a borrower under this Agreement and assumes primary, joint
      and several liability for the Obligations; and

     

    
      
        
        

      

      
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    (L) if
      the
      Acquisition is structured as a merger, the Company or such domestic Wholly-Owned
      Subsidiary is the surviving entity.

     

    Notwithstanding
      the foregoing, nothing in this Agreement shall be construed as to prohibit
      MOAC
      from selling, issuing or otherwise transferring any of its Capital Securities
      or
      otherwise engaging in any of the transactions prohibited by this Section 11.5
      as
      long as such transaction does not result in a Change of Control of
      MOAC.

     

    11.6 Modification
      of Organizational Documents.
      Not
      permit the charter, by-laws or other organizational documents of any Loan Party
      to be amended or modified in any way which could reasonably be expected to
      materially adversely affect the interests of the Lenders; not change, or allow
      any Loan Party to change, its state of formation or its organizational
      form.

     

    11.7 Transactions
      with Affiliates.
      Not,
      and not permit any other Loan Party to, enter into, or cause, suffer or permit
      to exist any transaction, arrangement or contract with any of its other
      Affiliates (other than the Loan Parties) which is on terms which are less
      favorable than are obtainable from any Person which is not one of its
      Affiliates.

     

    11.8 Unconditional
      Purchase Obligations.
      Not,
      and not permit any other Loan Party to, enter into or be a party to any contract
      for the purchase of materials, supplies or other property or services if such
      contract requires that payment be made by it regardless of whether delivery
      is
      ever made of such materials, supplies or other property or
      services.

     

    11.9 Inconsistent
      Agreements.
      Not,
      and not permit any other Loan Party to, enter into any agreement containing any
      provision which would (a) be violated or breached by any borrowing by the
      Company hereunder or by the performance by any Loan Party of any of its
      Obligations hereunder or under any other Loan Document, (b) prohibit any Loan
      Party from granting, or condition any Loan Party granting, to the Administrative
      Agent and the Lenders, a Lien on any of its assets or (c) create or permit
      to
      exist or become effective any encumbrance or restriction on the ability of
      any
      Subsidiary to (i) pay dividends or make other distributions to the Company
      or
      any other Subsidiary, or pay any Debt owed to the Company or any other
      Subsidiary, (ii) make loans or advances to any Loan Party or (iii) transfer
      any
      of its assets or properties to any Loan Party, other than (A) customary
      restrictions and conditions contained in agreements relating to the sale of
      all
      or a substantial part of the assets of any Subsidiary pending such sale,
provided
      that
      such restrictions and conditions apply only to the Subsidiary to be sold and
      such sale is permitted hereunder (B) restrictions or conditions imposed by
      any
      agreement relating to purchase money Debt, Capital Leases and other secured
      Debt
      permitted by this Agreement if such restrictions or conditions apply only to
      the
      property or assets securing such Debt and (C) customary provisions in leases
      and
      other contracts restricting the assignment thereof.

     

    11.10 Business
      Activities; Issuance of Equity.
      Not,
      and not permit any other Loan Party to, engage in any line of business other
      than the businesses engaged in on the date hereof and businesses reasonably
      related thereto. Not, and not permit any other Loan Party to, issue any Capital
      Securities other than (a) any issuance of shares of MOAC’s common Capital
      Securities pursuant to any employee or director option program, benefit plan
      or
      compensation program or (b) any issuance by a Subsidiary to the Company or
      another Subsidiary in accordance with Section
      11.4.

     

    
      
        
        

      

      
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    11.11 Investments.
      Not,
      and not permit any other Loan Party to, make or permit to exist any Investment
      in any other Person, except the following:

     

    (a) contributions
      by the Company to the capital of any Wholly-Owned Subsidiary, or by any
      Subsidiary to the capital of any other domestic Wholly-Owned Subsidiary, so
      long
      as the recipient of any such capital contribution has guaranteed the Obligations
      and such guaranty is secured by a pledge of all of its Capital Securities and
      substantially all of its real and personal property, in each case in accordance
      with Section
      10.10;

     

    (b) Investments
      constituting Debt permitted by Section
      11.1;

     

    (c) Contingent
      Liabilities constituting Debt permitted by Section
      11.1
      or Liens
      permitted by Section
      11.2;

     

    (d) Cash
      Equivalent Investments;

     

    (e) Investments
      in securities of Account Debtors received pursuant to any plan of reorganization
      or similar arrangement upon the bankruptcy or insolvency of such account
      debtors;

     

    (f) Investments
      to consummate Acquisitions permitted by Section
      11.5;
      and

     

    (g) Investments
      listed on Schedule
      11.11
      as of
      the Closing Date.

     

    provided
      that (x)
      any Investment which when made complies with the requirements of the definition
      of the term “Cash
      Equivalent Investment”
may
      continue to be held notwithstanding that such Investment if made thereafter
      would not comply with such requirements; (y) no Investment otherwise permitted
      by clause (b), (c), or (f) shall be permitted to be made if, immediately before
      or after giving effect thereto, any Event of Default or Unmatured Event of
      Default exists.

     

    11.12 Restriction
      of Amendments to Certain Documents.
      Not
      amend or otherwise modify, or waive any rights under, the Subordinated Debt
      Documents, except as otherwise expressly permitted in the Subordination
      Agreement.

     

    11.13 Fiscal
      Year.
      Not
      change its Fiscal Year.

     

    11.14 Financial
      Covenants. 

     

    11.14.1 Minimum
      Tangible Net Worth.
      Not
      permit Tangible Net Worth plus Subordinated Debt as
      of the
      last day of the Computation Period
      to be
      less than the applicable amount set forth below for such Computation
      Period:

     

    
      
        
        

      

      
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              Computation

              Period
                Ending

            	 	
               

              Minimum
                Tangible Net Worth

            
	
              September
                30, 2007 and December 31, 2007

            	 	
              $4,166,400.00

            
	 	 	 
	
              March
                31, 2008, June 30, 2008, September 30, 2008 and December 31,
                2008

            	 	
              $4,166,400.00
                plus (i)
                50%
                of the
                net income after tax for Fiscal Year 2007 based on GAAP, and (ii)
                100%
                of any
                Subordinated Debt or equity infused during Fiscal Year
                2007

            
	 	 	 
	
              Each
                Fiscal Quarter thereafter

            	 	
              The
                Minimum Tangible Net Worth for the preceding Fiscal Year plus (i)
                50% of
                the net income after tax for Fiscal Year then ending based on GAAP,
                and
                (ii) 100% of any Subordinated Debt or equity infused during the Fiscal
                Year then ending

            


    

     

    11.14.2 Minimum
      Utilization Ratio.
      Not
      permit the Utilization Ratio as
      of the
      last day of
      any
Computation
      Period
      to be
      less than .70:1.00
      for
      such Computation Period.

     

    11.14.3 Interest
      Coverage Ratio.
      Not
      permit the Interest Coverage Ratio for any Computation Period to be less than
      1.25:1.00 for such Computation Period.

     

    11.14.4 Senior
      Debt to EBITDA Ratio.
      Not
      permit the Senior Debt to EBITDA Ratio as
      of the
      last day of
      any
      Computation Period to exceed 5.00:1.00 for such Computation Period.

     

    11.14.5 Total
      Debt to EBITDA Ratio.
      Not
      permit the Total Debt to EBITDA Ratio as
      of the
      last day of
      any
      Computation Period to exceed 5.50:1.00 for such Computation Period.

     

    11.14.6 EBITDA.
      Not
      permit EBITDA for any Computation Period to be less than Fifteen Million and
      No/100 Dollars ($15,000,000.00) plus
      eighty
      percent (80%) of pro forma trailing twelve month EBITDA contributed by the
      Person or Property acquired in an Acquisition consummated during the applicable
      period.

     

    11.15 Cancellation
      of Debt.
      Not,
      and not permit any other Loan Party to, cancel any claim or debt owing to it,
      except for reasonable consideration or in the ordinary course of business,
      and
      except for the cancellation of debts or claims not to exceed $500,000.00 in
      any
      Fiscal Year.

     

    SECTION
      12 EFFECTIVENESS;
      CONDITIONS OF LENDING, ETC.

     

    The
      obligation of each Lender to make its Loans and of the Issuing Lender to issue
      Letters of Credit is subject to the following conditions precedent:

     

    
      
        
        

      

      
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    12.1 Initial
      Credit Extension.
      The
      obligation of the Lenders to make the initial Loans and the obligation of the
      Issuing Lender to issue its initial Letter of Credit (whichever first occurs)
      is, in addition to the conditions precedent specified in Section
      12.2,
      subject
      to the conditions precedent that (a) all Debt to be Repaid has been (or
      concurrently with the initial borrowing will be) paid in full, and that all
      agreements and instruments governing the Debt to be Repaid and that all Liens
      securing such Debt to be Repaid have been (or concurrently with the initial
      borrowing will be) terminated and (b) the Administrative Agent shall have
      received all of the following, each duly executed and dated the Closing Date
      (or
      such earlier date as shall be satisfactory to the Administrative Agent), in
      form
      and substance satisfactory to the Administrative Agent (and the date on which
      all such conditions precedent have been satisfied or waived in writing by the
      Administrative Agent and the Lenders is called the “Closing
      Date”):

     

    12.1.1 Notes.
      A Note
      for each Lender.

     

    12.1.2 Authorization
      Documents.
      For
      each Loan Party, such Person’s (a) charter (or similar formation document),
      certified by the appropriate governmental authority; (b) good standing
      certificates in its state of incorporation (or formation) and in each other
      state requested by the Administrative Agent; (c) bylaws (or similar governing
      document); (d) resolutions of its board of directors (or similar governing
      body)
      approving and authorizing such Person’s execution, delivery and performance of
      the Loan Documents to which it is party and the transactions contemplated
      thereby; and (e) signature and incumbency certificates of its officers executing
      any of the Loan Documents (it being understood that the Administrative Agent
      and
      each Lender may conclusively rely on each such certificate until formally
      advised by a like certificate of any changes therein), all certified by its
      secretary or an assistant secretary (or similar officer) as being in full force
      and effect without modification.

     

    12.1.3 Consents,
      etc.
      Certified copies of all documents evidencing any necessary corporate or
      partnership action, consents and governmental approvals (if any) required for
      the execution, delivery and performance by the Loan Parties of the documents
      referred to in this Section
      12.

     

    12.1.4 Letter
      of Direction.
      A
      letter of direction containing funds flow information with respect to the
      proceeds of the Loans on the Closing Date.

     

    12.1.5 Guaranty
      and Collateral Agreement.
      A
      counterpart of the Guaranty and Collateral Agreement executed by each Loan
      Party, together with all instruments, transfer powers and other items required
      to be delivered in connection therewith.

     

    12.1.6 Subordination
      Agreements.
      (a) A
      counterpart of the First Amendment to Subordination and Intercreditor Agreement
      executed by the Company and the Subordinated Note Agent.

     

    (b) An
      amendment to the Subordinated Note Purchase Agreement and the Subordinated
      Notes, acceptable to the Administrative Agent in form and substance in its
      sole
      discretion, which shall include among other things (i) an extension of the
      maturity date of the Subordinated Notes to not less than six (6) months after
      the Termination Date and (ii) amendments to the financial covenants to match
      the
      financial covenants set forth herein.

     

    
      
        
        

      

      
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    12.1.7 Opinions
      of Counsel.
      Opinions of counsel for each Loan Party, including local counsel reasonably
      requested by the Administrative Agent.

     

    12.1.8 Insurance.
      Evidence of the existence of insurance required to be maintained pursuant to
      Section
      10.3(b),
      together with evidence that the Administrative Agent has been named as a
      lender’s loss payee and an additional insured on all related insurance
      policies.

     

    12.1.9 Payment
      of Fees.
      Evidence of payment by the Company of all accrued and unpaid fees, costs and
      expenses to the extent then due and payable on the Closing Date, together with
      all Attorney Costs of the Administrative Agent to the extent invoiced prior
      to
      the Closing Date, plus
      such
      additional amounts of Attorney Costs as shall constitute the Administrative
      Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by the
      Administrative Agent through the closing proceedings (provided
      that
      such estimate shall not thereafter preclude final settling of accounts between
      the Company and the Administrative Agent).

     

    12.1.10 Solvency
      Certificate.
      A
      Solvency Certificate executed by a Senior Officer of the Company.

     

    12.1.11 Environmental
      Reports.
      Environmental site assessment reports requested by the Administrative
      Agent.

     

    12.1.12 Search
      Results; Lien Terminations.
      Certified copies of Uniform Commercial Code search reports dated a date
      reasonably near to the Closing Date, listing all effective financing statements
      which name any Loan Party (under their present names and any previous names)
      as
      debtors, together with (a) copies of such financing statements, (b) payoff
      letters evidencing repayment in full of all Debt to be Repaid, the termination
      of all agreements relating thereto and the release of all Liens granted in
      connection therewith, with Uniform Commercial Code or other appropriate
      termination statements and documents effective to evidence the foregoing (other
      than Liens permitted by Section
      11.2)
      and (c)
      such other Uniform Commercial Code termination statements as the Administrative
      Agent may reasonably request.

     

    12.1.13 Filings,
      Registrations and Recordings.
      The
      Administrative Agent shall have received each document (including Uniform
      Commercial Code financing statements) required by the Collateral Documents
      or
      under law or reasonably requested by the Administrative Agent to be filed,
      registered or recorded in order to create in favor of the Administrative Agent,
      for the benefit of the Lenders, a perfected Lien on the collateral described
      therein, prior to any other Liens (subject only to Liens permitted pursuant
      to
Section
      11.2),
      in
      proper form for filing, registration or recording.

     

    12.1.14 Borrowing
      Base Certificate.
      A
      Borrowing Base Certificate dated as of the Closing Date.

     

    12.1.15 Closing
      Certificate, Consents and Permits.
      A
      certificate executed by an officer of the Company on behalf of the Company
      certifying the matters set forth in Section
      12.2.1
      as of
      the Closing Date. 

     

    
      
        
        

      

      
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    12.1.16 Other.
      Such
      other documents as the Administrative Agent or any Lender may reasonably
      request.

     

    12.2 Conditions.
      The
      obligation (a) of each Lender to make each Loan and (b) of the Issuing Lender
      to
      issue each Letter of Credit is subject to the following further conditions
      precedent that:

     

    12.2.1 Compliance
      with Warranties, No Default, etc.
      Both
      before and after giving effect to any borrowing and the issuance of any Letter
      of Credit, the following statements shall be true and correct:

     

    (a) the
      representations and warranties of each Loan Party set forth in this Agreement
      and the other Loan Documents shall be true and correct in all respects with
      the
      same effect as if then made (except to the extent stated to relate to a specific
      earlier date, in which case such representations and warranties shall be true
      and correct as of such earlier date); and 

     

    (b) no
      Event
      of Default or Unmatured Event of Default shall have then occurred and be
      continuing.

     

    12.2.2 Confirmatory
      Certificate.
      If
      requested by the Administrative Agent or any Lender, the Administrative Agent
      shall have received (in sufficient counterparts to provide one to each Lender)
      a
      certificate dated the date of such requested Loan or Letter of Credit and signed
      by a duly authorized representative of the Company as to the matters set out
      in
Section
      12.2.1
      (it
      being understood that each request by the Company for the making of a Loan
      or
      the issuance of a Letter of Credit shall be deemed to constitute a
      representation and warranty by the Company that the conditions precedent set
      forth in Section
      12.2.1
      will be
      satisfied at the time of the making of such Loan or the issuance of such Letter
      of Credit), together with such other documents as the Administrative Agent
      or
      any Lender may reasonably request in support thereof.

     

    SECTION
      13 EVENTS
      OF
      DEFAULT AND THEIR EFFECT.

     

    13.1 Events
      of Default.
      Each of
      the following shall constitute an Event of Default under this
      Agreement:

     

    13.1.1 Non-Payment
      of the Loans, etc.
      Default
      in the payment for more than two (2) days after the same is due of the principal
      of any Loan or of any interest, fee, reimbursement obligation with respect
      to
      any Letter of Credit or other amount payable by the Company hereunder or under
      any other Loan Document.

     

    13.1.2 Non-Payment
      of Other Debt.
      Any
      default shall occur under the terms applicable to any Debt of any Loan Party
      exceeding $500,000.00 and such default shall (a) consist of the failure to
      pay
      such Debt when due, whether by acceleration or otherwise, or (b) accelerate
      the
      maturity of such Debt or permit the holder or holders thereof, or any trustee
      or
      agent for such holder or holders, to cause such Debt to become due and payable
      (or require any Loan Party to purchase or redeem such Debt or post cash
      collateral in respect thereof) prior to its expressed maturity.

     

    
      
        
        

      

      
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    13.1.3 Other
      Material Obligations.
      Default
      in the payment when due, or in the performance or observance of, any material
      obligation of, or condition agreed to by, any Loan Party with respect to any
      material purchase or lease of goods or services where such default, singly
      or in
      the aggregate with all other such defaults, might reasonably be expected to
      have
      a Material Adverse Effect.

     

    13.1.4 Bankruptcy,
      Insolvency, etc.
      Any Loan
      Party becomes insolvent or generally fails to pay, or admits in writing its
      inability or refusal to pay, debts as they become due; or any Loan Party applies
      for, consents to, or acquiesces in the appointment of a trustee, receiver or
      other custodian for such Loan Party or any property thereof, or makes a general
      assignment for the benefit of creditors; or, in the absence of such application,
      consent or acquiescence, a trustee, receiver or other custodian is appointed
      for
      any Loan Party or for a substantial part of the property of any thereof and
      is
      not discharged within 60 days; or any bankruptcy, reorganization, debt
      arrangement, or other case or proceeding under any bankruptcy or insolvency
      law,
      or any dissolution or liquidation proceeding, is commenced in respect of any
      Loan Party, and if such case or proceeding is not commenced by such Loan Party,
      it is consented to or acquiesced in by such Loan Party, or remains for 60 days
      undismissed; or any Loan Party takes any action to authorize, or in furtherance
      of, any of the foregoing.

     

    13.1.5 Non-Compliance
      with Loan Documents.
      (a)
      Failure by any Loan Party to comply with or to perform any covenant set forth
      in
Sections
      10.1.5, 10.3(b)
      or
10.5
      or
Section
      11;
      or (b)
      failure by any Loan Party to comply with or to perform any other provision
      of
      this Agreement or any other Loan Document (and not constituting an Event of
      Default under any other provision of this Section
      13)
      and
      continuance of such failure described in this clause
      (b)
      for 30
      days.

     

    13.1.6 Representations;
      Warranties.
      Any
      representation or warranty made by any Loan Party herein or any other Loan
      Document is breached or is false or misleading in any material respect, or
      any
      schedule, certificate, financial statement, report, notice or other writing
      furnished by any Loan Party to the Administrative Agent or any Lender in
      connection herewith is false or misleading in any material respect on the date
      as of which the facts therein set forth are stated or certified.

     

    13.1.7 Pension
      Plans.
      (a) Any
      Person institutes steps to terminate a Pension Plan if as a result of such
      termination the Company or any member of the Controlled Group could be required
      to make a contribution to such Pension Plan, or could incur a liability or
      obligation to such Pension Plan, in excess of $100,000.00; (b) a contribution
      failure occurs with respect to any Pension Plan sufficient to give rise to
      a
      Lien under Section 302(f) of ERISA; (c) the Unfunded Liability exceeds twenty
      percent of the Total Plan Liability, or (d) there shall occur any withdrawal
      or
      partial withdrawal from a Multiemployer Pension Plan and the withdrawal
      liability (without unaccrued interest) to Multiemployer Pension Plans as a
      result of such withdrawal (including any outstanding withdrawal liability that
      the Company or any member of the Controlled Group have incurred on the date
      of
      such withdrawal) exceeds $100,000.00.

     

    13.1.8 Judgments.
      Final
      judgments which exceed an aggregate of $100,000.00 shall be rendered against
      any
      Loan Party and shall not have been paid, discharged or vacated or had execution
      thereof stayed pending appeal within 30 days after entry or filing of such
      judgments.

     

    
      
        
        

      

      
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    13.1.9 Invalidity
      of Collateral Documents, etc.
      Any
      Collateral Document shall cease to be in full force and effect; or any Loan
      Party (or any Person by, through or on behalf of any Loan Party) shall contest
      in any manner the validity, binding nature or enforceability of any Collateral
      Document.

     

    13.1.10 Invalidity
      of Subordination Provisions, etc.
      Any
      subordination provision in any document or instrument governing Subordinated
      Debt, or any subordination provision in any guaranty by any Subsidiary of any
      Subordinated Debt, shall cease to be in full force and effect, or any Loan
      Party
      or any other Person (including the holder of any applicable Subordinated Debt)
      shall contest in any manner the validity, binding nature or enforceability
      of
      any such provision.

     

    13.1.11 Change
      of Control.
      A
      Change of Control shall occur. 

     

    13.1.12 Material
      Adverse Effect.
      The
      occurrence of any event having a Material Adverse Effect.

     

    13.2 Effect
      of Event of Default.
      If any
      Event of Default described in Section
      13.1.4
      shall
      occur in respect of the Company, the Commitments shall immediately terminate
      and
      the Loans and all other Obligations hereunder shall become immediately due
      and
      payable and the Company shall become immediately obligated to Cash Collateralize
      all Letters of Credit, all without presentment, demand, protest or notice of
      any
      kind; and, if any other Event of Default shall occur and be continuing, the
      Administrative Agent may (and, upon the written request of the Required Lenders
      shall) declare the Commitments to be terminated in whole or in part and/or
      declare all or any part of the Loans and all other Obligations hereunder to
      be
      due and payable and/or demand that the Company immediately Cash Collateralize
      all or any Letters of Credit, whereupon the Commitments shall immediately
      terminate (or be reduced, as applicable) and/or the Loans and other Obligations
      hereunder shall become immediately due and payable (in whole or in part, as
      applicable) and/or the Company shall immediately become obligated to Cash
      Collateralize the Letters of Credit (all or any, as applicable), all without
      presentment, demand, protest or notice of any kind. The Administrative Agent
      shall promptly advise the Company of any such declaration, but failure to do
      so
      shall not impair the effect of such declaration. Any cash collateral delivered
      hereunder shall be held by the Administrative Agent (without liability for
      interest thereon) and applied to the Obligations arising in connection with
      any
      drawing under a Letter of Credit. After the expiration or termination of all
      Letters of Credit, such cash collateral shall be applied by the Administrative
      Agent to any remaining Obligations hereunder and any excess shall be delivered
      to the Company or as a court of competent jurisdiction may elect.

     

    
      
        
        

      

      
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    SECTION
      14 THE
      AGENT.

     

    14.1 Appointment
      and Authorization.
      Each
      Lender hereby irrevocably (subject to Section
      14.10)
      appoints, designates and authorizes the Administrative Agent to take such action
      on its behalf under the provisions of this Agreement and each other Loan
      Document and to exercise such powers and perform such duties as are expressly
      delegated to it by the terms of this Agreement or any other Loan Document,
      together with such powers as are reasonably incidental thereto. Notwithstanding
      any provision to the contrary contained elsewhere in this Agreement or in any
      other Loan Document, the Administrative Agent shall not have any duty or
      responsibility except those expressly set forth herein, nor shall the
      Administrative Agent have or be deemed to have any fiduciary relationship with
      any Lender or participant, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Loan Document or otherwise exist against the
      Administrative Agent. Without limiting the generality of the foregoing sentence,
      the use of the term “agent” herein and in other Loan Documents with reference to
      the Administrative Agent is not intended to connote any fiduciary or other
      implied (or express) obligations arising under agency doctrine of any applicable
      law. Instead, such term is used merely as a matter of market custom, and is
      intended to create or reflect only an administrative relationship between
      independent contracting parties.

     

    14.2 Issuing
      Lender.
      The
      Issuing Lender shall act on behalf of the Lenders (according to their Pro Rata
      Shares) with respect to any Letters of Credit issued by it and the documents
      associated therewith. The Issuing Lender shall have all of the benefits and
      immunities (a) provided to the Administrative Agent in this Section
      14
      with
      respect to any acts taken or omissions suffered by the Issuing Lender in
      connection with Letters of Credit issued by it or proposed to be issued by
      it
      and the applications and agreements for letters of credit pertaining to such
      Letters of Credit as fully as if the term “Administrative Agent”, as used in
      this Section
      14,
      included the Issuing Lender with respect to such acts or omissions and (b)
      as
      additionally provided in this Agreement with respect to the Issuing
      Lender.

     

    14.3 Delegation
      of Duties.
      The
      Administrative Agent may execute any of its duties under this Agreement or
      any
      other Loan Document by or through agents, employees or attorneys-in-fact and
      shall be entitled to advice of counsel and other consultants or experts
      concerning all matters pertaining to such duties. The Administrative Agent
      shall
      not be responsible for the negligence or misconduct of any agent or
      attorney-in-fact that it selects in the absence of gross negligence or willful
      misconduct.

     

    14.4 Exculpation
      of Administrative Agent.
      None of
      the Administrative Agent nor any of its directors, officers, employees or agents
      shall (a) be liable for any action taken or omitted to be taken by any of them
      under or in connection with this Agreement or any other Loan Document or the
      transactions contemplated hereby (except to the extent resulting from its own
      gross negligence or willful misconduct in connection with its duties expressly
      set forth herein as determined by a final, nonappealable judgment by a court
      of
      competent jurisdiction), or (b) be responsible in any manner to any Lender
      or
      participant for any recital, statement, representation or warranty made by
      any
      Loan Party or Affiliate of the Company, or any officer thereof, contained in
      this Agreement or in any other Loan Document, or in any certificate, report,
      statement or other document referred to or provided for in, or received by
      the
      Administrative Agent under or in connection with, this Agreement or any other
      Loan Document, or the validity, effectiveness, genuineness, enforceability
      or
      sufficiency of this Agreement or any other Loan Document (or the creation,
      perfection or priority of any Lien or security interest therein), or for any
      failure of the Company or any other party to any Loan Document to perform its
      Obligations hereunder or thereunder. The Administrative Agent shall not be
      under
      any obligation to any Lender to ascertain or to inquire as to the observance
      or
      performance of any of the agreements contained in, or conditions of, this
      Agreement or any other Loan Document, or to inspect the properties, books or
      records of the Company or any of the Company’s Subsidiaries or
      Affiliates.

     

    
      
        
        

      

      
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    14.5 Reliance
      by Administrative Agent.
      The
      Administrative Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any writing, communication, signature, resolution, representation,
      notice, consent, certificate, electronic mail message, affidavit, letter,
      telegram, facsimile, telex or telephone message, statement or other document
      or
      conversation believed by it to be genuine and correct and to have been signed,
      sent or made by the proper Person or Persons, and upon advice and statements
      of
      legal counsel (including counsel to the Company), independent accountants and
      other experts selected by the Administrative Agent. The Administrative Agent
      shall be fully justified in failing or refusing to take any action under this
      Agreement or any other Loan Document unless it shall first receive such advice
      or concurrence of the Required Lenders as it deems appropriate and, if it so
      requests, confirmation from the Lenders of their obligation to indemnify the
      Administrative Agent against any and all liability and expense which may be
      incurred by it by reason of taking or continuing to take any such action. The
      Administrative Agent shall in all cases be fully protected in acting, or in
      refraining from acting, under this Agreement or any other Loan Document in
      accordance with a request or consent of the Required Lenders and such request
      and any action taken or failure to act pursuant thereto shall be binding upon
      each Lender. For purposes of determining compliance with the conditions
      specified in Section
      12,
      each
      Lender that has signed this Agreement shall be deemed to have consented to,
      approved or accepted or to be satisfied with, each document or other matter
      required thereunder to be consented to or approved by or acceptable or
      satisfactory to a Lender unless the Administrative Agent shall have received
      written notice from such Lender prior to the proposed Closing Date specifying
      its objection thereto.

     

    14.6 Notice
      of Default.
      The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Event of Default or Unmatured Event of Default except with
      respect to defaults in the payment of principal, interest and fees required
      to
      be paid to the Administrative Agent for the account of the Lenders, unless
      the
      Administrative Agent shall have received written notice from a Lender or the
      Company referring to this Agreement, describing such Event of Default or
      Unmatured Event of Default and stating that such notice is a “notice of
      default”. The Administrative Agent will notify the Lenders of its receipt of any
      such notice. The Administrative Agent shall take such action with respect to
      such Event of Default or Unmatured Event of Default as may be requested by
      the
      Required Lenders in accordance with Section
      13;
      provided
      that
      unless and until the Administrative Agent has received any such request, the
      Administrative Agent may (but shall not be obligated to) take such action,
      or
      refrain from taking such action, with respect to such Event of Default or
      Unmatured Event of Default as it shall deem advisable or in the best interest
      of
      the Lenders.

     

    14.7 Credit
      Decision.
      Each
      Lender acknowledges that the Administrative Agent has not made any
      representation or warranty to it, and that no act by the Administrative Agent
      hereafter taken, including any consent and acceptance of any assignment or
      review of the affairs of the Loan Parties, shall be deemed to constitute any
      representation or warranty by the Administrative Agent to any Lender as to
      any
      matter, including whether the Administrative Agent has disclosed material
      information in its possession. Each Lender represents to the Administrative
      Agent that it has, independently and without reliance upon the Administrative
      Agent and based on such documents and information as it has deemed appropriate,
      made its own appraisal of and investigation into the business, prospects,
      operations, property, financial and other condition and creditworthiness of
      the
      Loan Parties, and made its own decision to enter into this Agreement and to
      extend credit to the Company hereunder. Each Lender also represents that it
      will, independently and without reliance upon the Administrative Agent and
      based
      on such documents and information as it shall deem appropriate at the time,
      continue to make its own credit analysis, appraisals and decisions in taking
      or
      not taking action under this Agreement and the other Loan Documents, and to
      make
      such investigations as it deems necessary to inform itself as to the business,
      prospects, operations, property, financial and other condition and
      creditworthiness of the Company. Except for notices, reports and other documents
      expressly herein required to be furnished to the Lenders by the Administrative
      Agent, the Administrative Agent shall not have any duty or responsibility to
      provide any Lender with any credit or other information concerning the business,
      prospects, operations, property, financial or other condition or
      creditworthiness of the Company which may come into the possession of the
      Administrative Agent.

     

    
      
        
        

      

      
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    14.8 Indemnification.
      Whether
      or not the transactions contemplated hereby are consummated, each Lender shall
      indemnify upon demand the Administrative Agent and its directors, officers,
      employees and agents (to the extent not reimbursed by or on behalf of the
      Company and without limiting the obligation of the Company to do so), according
      to its applicable Pro Rata Share, from and against any and all Indemnified
      Liabilities (as hereinafter defined); provided
      that no
      Lender shall be liable for any payment to any such Person of any portion of
      the
      Indemnified Liabilities to the extent determined by a final, nonappealable
      judgment by a court of competent jurisdiction to have resulted from the
      applicable Person’s own gross negligence or willful misconduct. No action taken
      in accordance with the directions of the Required Lenders shall be deemed to
      constitute gross negligence or willful misconduct for purposes of this Section.
      Without limitation of the foregoing, each Lender shall reimburse the
      Administrative Agent upon demand for its ratable share of any costs or
      out-of-pocket expenses (including Attorney Costs and Taxes) incurred by the
      Administrative Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through
      negotiations, legal proceedings or otherwise) of, or legal advice in respect
      of
      rights or responsibilities under, this Agreement, any other Loan Document,
      or
      any document contemplated by or referred to herein, to the extent that the
      Administrative Agent is not reimbursed for such expenses by or on behalf of
      the
      Company. The undertaking in this Section shall survive repayment of the Loans,
      cancellation of the Notes, expiration or termination of the Letters of Credit,
      any foreclosure under, or modification, release or discharge of, any or all
      of
      the Collateral Documents, termination of this Agreement and the resignation
      or
      replacement of the Administrative Agent.

     

    14.9 Administrative
      Agent in Individual Capacity.
      LaSalle
      and its Affiliates may make loans to, issue letters of credit for the account
      of, accept deposits from, acquire equity interests in and generally engage
      in
      any kind of banking, trust, financial advisory, underwriting or other business
      with the Loan Parties and Affiliates as though LaSalle were not the
      Administrative Agent hereunder and without notice to or consent of any Lender.
      Each Lender acknowledges that, pursuant to such activities, LaSalle or its
      Affiliates may receive information regarding the Company or its Affiliates
      (including information that may be subject to confidentiality obligations in
      favor of the Company or such Affiliate) and acknowledge that the Administrative
      Agent shall be under no obligation to provide such information to them. With
      respect to their Loans (if any), LaSalle and its Affiliates shall have the
      same
      rights and powers under this Agreement as any other Lender and may exercise
      the
      same as though LaSalle were not the Administrative Agent, and the terms “Lender”
and “Lenders” include LaSalle and its Affiliates, to the extent applicable, in
      their individual capacities.

     

    
      
        
        

      

      
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    14.10 Successor
      Administrative Agent.
      The
      Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
      the Lenders. If the Administrative Agent resigns under this Agreement, the
      Required Lenders shall, with (so long as no Event of Default exists) the consent
      of the Company (which shall not be unreasonably withheld or delayed), appoint
      from among the Lenders a successor agent for the Lenders. If no successor agent
      is appointed prior to the effective date of the resignation of the
      Administrative Agent, the Administrative Agent may appoint, after consulting
      with the Lenders and the Company, a successor agent from among the Lenders.
      Upon
      the acceptance of its appointment as successor agent hereunder, such successor
      agent shall succeed to all the rights, powers and duties of the retiring
      Administrative Agent and the term “Administrative Agent” shall mean such
      successor agent, and the retiring Administrative Agent’s appointment, powers and
      duties as Administrative Agent shall be terminated. After any retiring
      Administrative Agent’s resignation hereunder as Administrative Agent, the
      provisions of this Section
      14
      and
Sections
      15.5
      and
15.16
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Administrative Agent under this Agreement. If no successor agent has
      accepted appointment as Administrative Agent by the date which is 30 days
      following a retiring Administrative Agent’s notice of resignation, the retiring
      Administrative Agent’s resignation shall nevertheless thereupon become effective
      and the Lenders shall perform all of the duties of the Administrative Agent
      hereunder until such time, if any, as the Required Lenders appoint a successor
      agent as provided for above.

     

    14.11 Collateral
      Matters.
      The
      Lenders irrevocably authorize the Administrative Agent, at its option and in
      its
      discretion, (a) to release any Lien granted to or held by the Administrative
      Agent under any Collateral Document (i) upon termination of the Commitments
      and
      payment in full of all Loans and all other obligations of the Company hereunder
      and the expiration or termination of all Letters of Credit; (ii) constituting
      property sold or to be sold or disposed of as part of or in connection with
      any
      disposition permitted hereunder; or (iii) subject to Section
      15.1,
      if
      approved, authorized or ratified in writing by the Required Lenders; or (b)
      to
      subordinate its interest in any Collateral to any holder of a Lien on such
      Collateral which is permitted by Section
      11.2(d)(i)
      or
(d)(iii)
      (it
      being understood that the Administrative Agent may conclusively rely on a
      certificate from the Company in determining whether the Debt secured by any
      such
      Lien is permitted by Section
      11.1(b)).
      Upon
      request by the Administrative Agent at any time, the Lenders will confirm in
      writing the Administrative Agent’s authority to release, or subordinate its
      interest in, particular types or items of Collateral pursuant to this
Section
      14.11.
      Each
      Lender hereby authorizes the Administrative Agent to give blockage notices
      in
      connection with any Subordinated Debt at the direction of Required Lenders
      and
      agrees that it will not act unilaterally to deliver such notices.

     

    14.12 Administrative
      Agent May File Proofs of Claim.
      In case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to any Loan Party, the Administrative Agent (irrespective
      of
      whether the principal of any Loan shall then be due and payable as herein
      expressed or by declaration or otherwise and irrespective of whether the
      Administrative Agent shall have made any demand on the Company) shall be
      entitled and empowered, by intervention in such proceeding or
      otherwise:

     

    
      
        
        

      

      
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    (a) to
      file
      and prove a claim for the whole amount of the principal and interest owing
      and
      unpaid in respect of the Loans, and all other Obligations that are owing and
      unpaid and to file such other documents as may be necessary or advisable in
      order to have the claims of the Lenders and the Administrative Agent (including
      any claim for the reasonable compensation, expenses, disbursements and advances
      of the Lenders and the Administrative Agent and their respective agents and
      counsel and all other amounts due the Lenders and the Administrative Agent
      under
Sections
      5,
      15.5
      and
15.17)
      allowed
      in such judicial proceedings; and 

     

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

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender to make such payments to the Administrative Agent and, in the event
      that
      the Administrative Agent shall consent to the making of such payments directly
      to the Lenders, to pay to the Administrative Agent any amount due for the
      reasonable compensation, expenses, disbursements and advances of the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under Sections 5, 15.5 and 15.17.

     

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

     

    14.13 Other
      Agents; Arrangers and Managers.
      None of
      the Lenders or other Persons identified on the facing page or signature pages
      of
      this Agreement as a “syndication agent,” “documentation agent,” “co-agent,”
“book manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”, if
      any, shall have any right, power, obligation, liability, responsibility or
      duty
      under this Agreement other than, in the case of such Lenders, those applicable
      to all Lenders as such. Without limiting the foregoing, none of the Lenders
      or
      other Persons so identified shall have or be deemed to have any fiduciary
      relationship with any Lender. Each Lender acknowledges that it has not relied,
      and will not rely, on any of the Lenders or other Persons so identified in
      deciding to enter into this Agreement or in taking or not taking action
      hereunder.

     

    
      
        
        

      

      
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    SECTION
      15 GENERAL.

     

    15.1 Waiver;
      Amendments.
      No
      delay on the part of the Administrative Agent or any Lender in the exercise
      of
      any right, power or remedy shall operate as a waiver thereof, nor shall any
      single or partial exercise by any of them of any right, power or remedy preclude
      other or further exercise thereof, or the exercise of any other right, power
      or
      remedy. No amendment, modification or waiver of, or consent with respect to,
      any
      provision of this Agreement or the other Loan Documents shall in any event
      be
      effective unless the same shall be in writing and acknowledged by Lenders having
      an aggregate Pro Rata Shares of not less than the aggregate Pro Rata Shares
      expressly designated herein with respect thereto or, in the absence of such
      designation as to any provision of this Agreement, by the Required Lenders,
      and
      then any such amendment, modification, waiver or consent shall be effective
      only
      in the specific instance and for the specific purpose for which given. No
      amendment, modification, waiver or consent shall (a) extend or increase the
      Commitment of any Lender without the written consent of such Lender, (b) cause
      the Total Commitment to exceed One Hundred Twenty Million and No/100 Dollars
      ($120,000,000.00), (c) extend the date scheduled for payment of any principal
      (excluding mandatory prepayments) of or interest on the Loans or any fees
      payable hereunder without the written consent of each Lender directly affected
      thereby, (d) reduce the principal amount of any Loan, the rate of interest
      thereon or any fees payable hereunder, without the consent of each Lender
      directly affected thereby (except for periodic adjustments of interest rates
      and
      fees resulting from a change in the Applicable Margin as provided for in this
      Agreement); or (e) release any party from its obligations under the Guaranty
      or
      all or any substantial part of the Collateral granted under the Collateral
      Documents, change the definition of Required Lenders, any provision of this
      Section
      15.1
      or any
      provision of Section
      7.5
      or
      reduce the aggregate Pro Rata Share required to effect an amendment,
      modification, waiver or consent, without, in each case, the written consent
      of
      all Lenders. No provision of Section
      14
      or other
      provision of this Agreement affecting the Administrative Agent in its capacity
      as such shall be amended, modified or waived without the consent of the
      Administrative Agent. No provision of this Agreement relating to the rights
      or
      duties of the Issuing Lender in its capacity as such shall be amended, modified
      or waived without the consent of the Issuing Lender. No provision of this
      Agreement relating to the rights or duties of the Swing Line Lender in its
      capacity as such shall be amended, modified or waived without the consent of
      the
      Swing Line Lender.

     

    15.2 Confirmations.
      The
      Company and each holder of a Note agree from time to time, upon written request
      received by it from the other, to confirm to the other in writing (with a copy
      of each such confirmation to the Administrative Agent) the aggregate unpaid
      principal amount of the Loans then outstanding under such Note.

     

    15.3 Notices.
      Except
      as otherwise provided in Sections
      2.2.2
      and
2.2.3,
      all
      notices hereunder shall be in writing (including facsimile transmission) and
      shall be sent to the applicable party at its address shown on Annex
      B
      or at
      such other address as such party may, by written notice received by the other
      parties, have designated as its address for such purpose. Notices sent by
      facsimile transmission shall be deemed to have been given when sent; notices
      sent by mail shall be deemed to have been given three Business Days after the
      date when sent by registered or certified mail, postage prepaid; and notices
      sent by hand delivery or overnight courier service shall be deemed to have
      been
      given when received. For purposes of Sections
      2.2.2
      and
2.2.3,
      the
      Administrative Agent shall be entitled to rely on telephonic instructions from
      any person that the Administrative Agent in good faith believes is an authorized
      officer or employee of the Company, and the Company shall hold the
      Administrative Agent and each other Lender harmless from any loss, cost or
      expense resulting from any such reliance.

     

    15.4 Computations.
      Where
      the character or amount of any asset or liability or item of income or expense
      is required to be determined, or any consolidation or other accounting
      computation is required to be made, for the purpose of this Agreement, such
      determination or calculation shall, to the extent applicable and except as
      otherwise specified in this Agreement, be made in accordance with GAAP,
      consistently applied; provided
      that if
      the Company notifies the Administrative Agent that the Company wishes to amend
      any covenant in Sections 10 or 11.14 (or any related definition) to eliminate
      or
      to take into account the effect of any change in GAAP on the operation of such
      covenant (or if the Administrative Agent notifies the Company that the Required
      Lenders wish to amend Sections 10 or 11.14 (or any related definition) for
      such
      purpose), then the Company’s compliance with such covenant shall be determined
      on the basis of GAAP in effect immediately before the relevant change in GAAP
      became effective, until either such notice is withdrawn or such covenant (or
      related definition) is amended in a manner satisfactory to the Company and
      the
      Required Lenders.

     

    
      
        
        

      

      
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    15.5 Costs,
      Expenses and Taxes.
      The
      Company agrees to pay on demand all reasonable out-of-pocket costs and expenses
      of the Administrative Agent (including Attorney Costs and any Taxes) in
      connection with the preparation, execution, syndication, delivery and
      administration (including perfection and protection of any Collateral and the
      costs of Intralinks (or other similar service), if applicable) of this
      Agreement, the other Loan Documents and all other documents provided for herein
      or delivered or to be delivered hereunder or in connection herewith (including
      any amendment, supplement or waiver to any Loan Document), whether or not the
      transactions contemplated hereby or thereby shall be consummated, and all
      reasonable out-of-pocket costs and expenses (including Attorney Costs and any
      Taxes) incurred by the Administrative Agent and each Lender after an Event
      of
      Default in connection with the collection of the Obligations or the enforcement
      of this Agreement the other Loan Documents or any such other documents or during
      any workout, restructuring or negotiations in respect thereof. In addition,
      the
      Company agrees to pay, and to save the Administrative Agent and the Lenders
      harmless from all liability for, any fees of the Company’s auditors in
      connection with any reasonable exercise by the Administrative Agent and the
      Lenders of their rights pursuant to Section
      10.2.
      All
      Obligations provided for in this Section
      15.5
      shall
      survive repayment of the Loans, cancellation of the Notes, expiration or
      termination of the Letters of Credit and termination of this
      Agreement.

     

    15.6 Assignments;
      Participations. 

     

    15.6.1 Assignments.
      (a) Any
      Lender may at any time assign to one or more Persons (any such Person, an
“Assignee”)
      all or
      any portion of such Lender’s Loans and Commitments, with the prior written
      consent of the Administrative Agent, the Issuing Lender (for an assignment
      of
      the Revolving Loans and the Revolving Commitment) and, so long as no Event
      of
      Default exists, the Company (which consents shall not be unreasonably withheld
      or delayed and shall not be required for an assignment by a Lender to a Lender
      or an Affiliate of a Lender). Except as the Administrative Agent may otherwise
      agree, any such assignment shall be in a minimum aggregate amount equal to
      $5,000,000 or, if less, the remaining Commitment and Loans held by the assigning
      Lender. The Company and the Administrative Agent shall be entitled to continue
      to deal solely and directly with such Lender in connection with the interests
      so
      assigned to an Assignee until the Administrative Agent shall have received
      and
      accepted an effective assignment agreement in substantially the form of
Exhibit
      D
      hereto
      (an “Assignment
      Agreement”)
      executed, delivered and fully completed by the applicable parties thereto and
      a
      processing fee of $3,500. No assignment may be made to any Person if at the
      time
      of such assignment the Company would be obligated to pay any greater amount
      under Sections
      7.6
      or
8
      to the
      Assignee than the Company is then obligated to pay to the assigning Lender
      under
      such Sections (and if any assignment is made in violation of the foregoing,
      the
      Company will not be required to pay such greater amounts). Any attempted
      assignment not made in accordance with this Section
      15.6.1
      shall be
      treated as the sale of a participation under Section
      15.6.2.
      The
      Company shall be deemed to have granted its consent to any assignment requiring
      its consent hereunder unless the Company has expressly objected to such
      assignment within three Business Days after notice thereof. 


    
      
        
        

      

      
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    (b) From
      and
      after the date on which the conditions described above have been met, (i) such
      Assignee shall be deemed automatically to have become a party hereto and, to
      the
      extent that rights and obligations hereunder have been assigned to such Assignee
      pursuant to such Assignment Agreement, shall have the rights and obligations
      of
      a Lender hereunder and (ii) the assigning Lender, to the extent that rights
      and
      obligations hereunder have been assigned by it pursuant to such Assignment
      Agreement, shall be released from its rights (other than its indemnification
      rights) and obligations hereunder. Upon the request of the Assignee (and, as
      applicable, the assigning Lender) pursuant to an effective Assignment Agreement,
      the Company shall execute and deliver to the Administrative Agent for delivery
      to the Assignee (and, as applicable, the assigning Lender) a Note in the
      principal amount of the Assignee’s Pro Rata Share of the Revolving Commitment
      (and, as applicable, a Note in the principal amount of the Pro Rata Share of
      the
      Revolving Commitment retained by the assigning Lender). Each such Note shall
      be
      dated the effective date of such assignment. Upon receipt by the assigning
      Lender of such Note, the assigning Lender shall return to the Company any prior
      Note held by it.

     

    (c) Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any pledge or assignment to secure obligations to a Federal Reserve
      Bank, and this Section shall not apply to any such pledge or assignment of
      a
      security interest; provided
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or assignee for
      such
      Lender as a party hereto.

     

    15.6.2 Participations.
      Any
      Lender may at any time sell to one or more Persons participating interests
      in
      its Loans, Commitments or other interests hereunder (any such Person, a
“Participant”).
      In
      the event of a sale by a Lender of a participating interest to a Participant,
      (a) such Lender’s obligations hereunder shall remain unchanged for all purposes,
      (b) the Company and the Administrative Agent shall continue to deal solely
      and
      directly with such Lender in connection with such Lender’s rights and
      obligations hereunder and (c) all amounts payable by the Company shall be
      determined as if such Lender had not sold such participation and shall be paid
      directly to such Lender. No Participant shall have any direct or indirect voting
      rights hereunder except with respect to any event described in Section
      15.1
      expressly requiring the unanimous vote of all Lenders or, as applicable, all
      affected Lenders. Each Lender agrees to incorporate the requirements of the
      preceding sentence into each participation agreement which such Lender enters
      into with any Participant. The Company agrees that if amounts outstanding under
      this Agreement are due and payable (as a result of acceleration or otherwise),
      each Participant shall be deemed to have the right of set-off in respect of
      its
      participating interest in amounts owing under this Agreement and with respect
      to
      any Letter of Credit to the same extent as if the amount of its participating
      interest were owing directly to it as a Lender under this Agreement;
provided
      that
      such right of set-off shall be subject to the obligation of each Participant
      to
      share with the Lenders, and the Lenders agree to share with each Participant,
      as
      provided in Section
      7.5.
      The
      Company also agrees that each Participant shall be entitled to the benefits
      of
Section
      7.6
      or
8
      as if it
      were a Lender (provided
      that on
      the date of the participation no Participant shall be entitled to any greater
      compensation pursuant to Section
      7.6
      or
8
      than
      would have been paid to the participating Lender on such date if no
      participation had been sold and that each Participant complies with Section
      7.6(d)
      as if it
      were an Assignee).


    
      
        
        

      

      
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    15.7 Register.
      The
      Administrative Agent shall maintain a copy of each Assignment Agreement
      delivered and accepted by it and register (the “Register”)
      for
      the recordation of names and addresses of the Lenders and the Commitment of
      each
      Lender from time to time and whether such Lender is the original Lender or
      the
      Assignee. No assignment shall be effective unless and until the Assignment
      Agreement is accepted and registered in the Register. All records of transfer
      of
      a Lender’s interest in the Register shall be conclusive, absent manifest error,
      as to the ownership of the interests in the Loans. The Administrative Agent
      shall not incur any liability of any kind with respect to any Lender with
      respect to the maintenance of the Register. 

     

    15.8 GOVERNING
      LAW.
      THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY
      THE
      INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO
      BE
      PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES.

     

    15.9 Confidentiality.
      As
      required by federal law and the Administrative Agent's policies and practices,
      the Administrative Agent may need to obtain, verify, and record certain
      customer identification information and documentation in connection with opening
      or maintaining accounts, or establishing or continuing to provide services.
      The
      Administrative Agent and each Lender agree to use commercially reasonable
      efforts (equivalent to the efforts the Administrative Agent or such Lender
      applies to maintain the confidentiality of its own confidential information)
      to
      maintain as confidential all information provided to them by any Loan Party
      and
      designated as confidential, except that the Administrative Agent and each Lender
      may disclose such information (a) to Persons employed or engaged by the
      Administrative Agent or such Lender in evaluating, approving, structuring or
      administering the Loans and the Commitments; (b) to any assignee or participant
      or potential assignee or participant that has agreed to comply with the covenant
      contained in this Section
      15.9
      (and any
      such assignee or participant or potential assignee or participant may disclose
      such information to Persons employed or engaged by them as described in clause
      (a) above); (c) as required or requested by any federal or state regulatory
      authority or examiner, or any insurance industry association, or as reasonably
      believed by the Administrative Agent or such Lender to be compelled by any
      court
      decree, subpoena or legal or administrative order or process; (d) as, on the
      advice of the Administrative Agent’s or such Lender’s counsel, is required by
      law; (e) in connection with the exercise of any right or remedy under the Loan
      Documents or in connection with any litigation to which the Administrative
      Agent
      or such Lender is a party; (f) to any nationally recognized rating agency that
      requires access to information about a Lender’s investment portfolio in
      connection with ratings issued with respect to such Lender; (g) to any Affiliate
      of the Administrative Agent, the Issuing Lender or any other Lender who may
      provide Bank Products to the Loan Parties; or (h) that ceases to be confidential
      through no fault of the Administrative Agent or any Lender. Notwithstanding
      the
      foregoing, the Company consents to the publication by the Administrative Agent
      or any Lender of a tombstone or similar advertising material relating to the
      financing transactions contemplated by this Agreement, and the Administrative
      Agent reserves the right to provide to industry trade organizations information
      necessary and customary for inclusion in league table
      measurements.


    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    


    15.10 Severability.
      Whenever possible each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement shall be prohibited by or invalid under applicable law, such
      provision shall be ineffective to the extent of such prohibition or invalidity,
      without invalidating the remainder of such provision or the remaining provisions
      of this Agreement. All obligations of the Company and rights of the
      Administrative Agent and the Lenders expressed herein or in any other Loan
      Document shall be in addition to and not in limitation of those provided by
      applicable law.

     

    15.11 Nature
      of Remedies.
      All
      Obligations of the Company and rights of the Administrative Agent and the
      Lenders expressed herein or in any other Loan Document shall be in addition
      to
      and not in limitation of those provided by applicable law. No failure to
      exercise and no delay in exercising, on the part of the Administrative Agent
      or
      any Lender, any right, remedy, power or privilege hereunder, shall operate
      as a
      waiver thereof; nor shall any single or partial exercise of any right, remedy,
      power or privilege hereunder preclude any other or further exercise thereof
      or
      the exercise of any other right, remedy, power or privilege.

     

    15.12 Entire
      Agreement.
      This
      Agreement, together with the other Loan Documents, embodies the entire agreement
      and understanding among the parties hereto and supersedes all prior or
      contemporaneous agreements and understandings of such Persons, verbal or
      written, relating to the subject matter hereof and thereof (except as relates
      to
      the fees described in Section
      5.3)
      and any
      prior arrangements made with respect to the payment by the Company of (or any
      indemnification for) any fees, costs or expenses payable to or incurred (or
      to
      be incurred) by or on behalf of the Administrative Agent or the
      Lenders.

     

    15.13 Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the different
      parties hereto on separate counterparts and each such counterpart shall be
      deemed to be an original, but all such counterparts shall together constitute
      but one and the same Agreement. Receipt of an executed signature page to this
      Agreement by facsimile or other electronic transmission shall constitute
      effective delivery thereof. Electronic records of executed Loan Documents
      maintained by the Lenders shall deemed to be originals.

     

    15.14 Successors
      and Assigns.
      This
      Agreement shall be binding upon the Company, the Lenders and the Administrative
      Agent and their respective successors and assigns, and shall inure to the
      benefit of the Company, the Lenders and the Administrative Agent and the
      successors and assigns of the Lenders and the Administrative Agent. No other
      Person shall be a direct or indirect legal beneficiary of, or have any direct
      or
      indirect cause of action or claim in connection with, this Agreement or any
      of
      the other Loan Documents. The Company may not assign or transfer any of its
      rights or Obligations under this Agreement without the prior written consent
      of
      the Administrative Agent and each Lender.

     

    15.15 Captions.
      Section
      captions used in this Agreement are for convenience only and shall not affect
      the construction of this Agreement.


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    


    15.16 Customer
      Identification - USA Patriot Act Notice.
      Each
      Lender and LaSalle (for itself and not on behalf of any other party) hereby
      notifies the Loan Parties that, pursuant to the requirements of the USA Patriot
      Act, Title III of Pub. L. 107-56, signed into law October 26, 2001 (the “Act”),
      it is required to obtain, verify and record information that identifies the
      Loan
      Parties, which information includes the name and address of the Loan Parties
      and
      other information that will allow such Lender or LaSalle, as applicable, to
      identify the Loan Parties in accordance with the Act.

     

    15.17 INDEMNIFICATION
      BY THE COMPANY.
      IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
      ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS
      PROVIDED HEREUNDER, THE COMPANY HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD
      THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS,
      EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER
      (EACH A “LENDER PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS,
      CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING
      ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE
      LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING
      TO
      (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS
      OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR
      IN
      PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE
      USE, HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT
      OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY
      LOAN PARTY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO
      CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS
      CONDUCTED THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE
      LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED
      TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE
      EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER
      LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED
      LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE
      OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A
      COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING
      UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE COMPANY HEREBY AGREES
      TO
      MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE
      INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL
      OBLIGATIONS PROVIDED FOR IN THIS SECTION
      15.17
      SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION
      OR
      TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY
      MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS
      AND TERMINATION OF THIS AGREEMENT.


    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    


    15.18 Nonliability
      of Lenders.
      The
      relationship between the Company on the one hand and the Lenders and the
      Administrative Agent on the other hand shall be solely that of borrower and
      lender. Neither the Administrative Agent nor any Lender has any fiduciary
      relationship with or duty to any Loan Party arising out of or in connection
      with
      this Agreement or any of the other Loan Documents, and the relationship between
      the Loan Parties, on the one hand, and the Administrative Agent and the Lenders,
      on the other hand, in connection herewith or therewith is solely that of debtor
      and creditor. Neither the Administrative Agent nor any Lender undertakes any
      responsibility to any Loan Party to review or inform any Loan Party of any
      matter in connection with any phase of any Loan Party’s business or operations.
      The Company agrees, on behalf of itself and each other Loan Party, that neither
      the Administrative Agent nor any Lender shall have liability to any Loan Party
      (whether sounding in tort, contract or otherwise) for losses suffered by any
      Loan Party in connection with, arising out of, or in any way related to the
      transactions contemplated and the relationship established by the Loan
      Documents, or any act, omission or event occurring in connection therewith,
      unless it is determined in a final non-appealable judgment by a court of
      competent jurisdiction that such losses resulted from the gross negligence
      or
      willful misconduct of the party from which recovery is sought. NO
      LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS
      OF
      ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR
      INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL
      ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY ON BEHALF
      OF ITSELF AND EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT
      TO
      SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES
      RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS
      ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE
      CLOSING DATE). The
      Company acknowledges that it has been advised by counsel in the negotiation,
      execution and delivery of this Agreement and the other Loan Documents to which
      it is a party. No joint venture is created hereby or by the other Loan Documents
      or otherwise exists by virtue of the transactions contemplated hereby among
      the
      Lenders or among the Loan Parties and the Lenders

     

    15.19 FORUM
      SELECTION AND CONSENT TO JURISDICTION.
      ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
      THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
      EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
      DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED
      THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
      ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY
      OTHER JURISDICTION. THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
      THE
      JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
      DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY
      SUCH
      LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO
      THE
      SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
      WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE COMPANY HEREBY EXPRESSLY AND
      IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
      IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
      BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
      LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    


    15.20 WAIVER
      OF JURY TRIAL.
      EACH OF THE COMPANY, THE
      ADMINISTRATIVE
      AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
      OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE,
      ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
      DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
      THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH
      ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
      TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     

    [signature
      pages follow]


    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    


    The
      parties hereto have caused this Agreement to be duly executed and delivered
      by
      their duly authorized officers as of the date first set forth
      above.

    


    
      	
              PAC-VAN,
                INC., an Indiana corporation

            
	 	 
	
              By:

            	
              /s/
                Theodore M. Mourouzis

            
	 	
              Theodore
                M. Mourouzis, President

            


    


    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

    


    
      	
              LASALLE
                BANK NATIONAL ASSOCIATION, 

              as
                Administrative Agent, as Collateral Agent, as 

              Issuing
                Lender and as a Lender

            
	 	 
	
              By:

            	
              /s/
                Andrew J. Crask

            
	 	
              Andrew
                J. Crask, Vice President

            


    


    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

    


    
      	
              NATIONAL
                CITY BANK, as Documentation 

              Agent
                and as a Lender

            
	 	 
	
              By:

            	
              /s/
                Christopher A. Susott

            
	 	
              Christopher
                A. Susott, Vice President

            


    


    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

    


    
      	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,
                as
                a Lender

            
	 	 
	
              By:

            	
              /s/
                James M. Stehlik

            
	 	
              James
                M. Stehlik, Vice President

            


    


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    ANNEX
      A

     

    LENDERS
      AND PRO RATA SHARES

    
      	
              Lender

            	 	
              Revolving

              Commitment
                Amount

            	 	
              Pro
                Rata Share

            	 
	 	 	 	 	 	 	 	 
	
              LaSalle
                Bank National Association

            	 	
              $

            	
              35,000,000.00

            	**/	 	
              38.888888889

            	
              %

            
	 	 	 	 	 	 	 	 
	
              National
                City Bank

            	 	
              $

            	
              30,000,000.00

            	 	 	
              33.333333333

            	
              %

            
	 	 	 	 	 	 	 	 
	
              Wells
                Fargo Bank, National Association

            	 	
              $

            	
              25,000,000.00

            	 	 	
              27.777777778

            	
              %

            
	 	 	 	 	 	 	 	 
	
              TOTALS

            	 	
              $

            	
              90,000,000.00

            	 	 	
              100

            	
              %

            


    

    


    **/ Includes
      Swing Line Commitment Amount of $5,000,000.00.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      B

     

    ADDRESSES
      FOR NOTICES

     

    PAC-VAN,
      INC.

     

    2995
      South Harding Street

    Indianapolis,
      Indiana 46225

    Attention:
      Theodore M. Mourouzis, President

    Telephone: __________________

    Facsimile: (317)
      791-2016

     

    LASALLE
      BANK NATIONAL ASSOCIATION,
      as
      Administrative Agent, Issuing Lender and a Lender

     

    Notices
      of Borrowing , Conversion, Continuation and Letter of Credit
      Issuance

     

    30
      S.
      Meridian Street, Suite 800

    Indianapolis,
      IN 46204

    Attention:
      Andrew J. Crask

    Telephone: (317)
      916-2227

    Facsimile: (317)
      756-7021

     

    All
      Other Notices

     

    30
      S.
      Meridian Street, Suite 800

    Indianapolis,
      IN 46204

    Attention:
      Andrew J. Crask

    Telephone: (317)
      916-2227

    Facsimile: (317)
      756-7021

     

    NATIONAL
      CITY BANK,
      as
      Documentation Agent and as a Lender

    


    One
      National City Center, 200E

    Indianapolis,
      IN 46255

    Attention:
      Christopher A. Susott

    Telephone: (317)
      267-3668

    Facsimile: (317)
      267-6249

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,
      as a
      Lender

    


    300
      North
      Meridian Street

    Indianapolis,
      IN 46204

    Attention:
      James M. Stehlik

    Telephone: (317)
      977-1115

    Facsimile: (317)
      977-1118


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORM
      OF

    NOTE

    August
      _____, 2007

    
      	
              $__________________

            	
              Chicago,
                Illinois

            


    

     

    The
      undersigned, for value received, promises to pay to the order of ______________
      (the “Lender”)
      at the
      principal office of LaSalle Bank National Association (the “Administrative
      Agent”)
      in
      Chicago, Illinois the aggregate unpaid amount of all Loans made to the
      undersigned by the Lender pursuant to the Credit Agreement referred to below
      (as
      shown on the schedule attached hereto (and any continuation thereof) or in
      the
      records of the Lender), such principal amount to be payable on the dates set
      forth in the Credit Agreement.

     

    The
      undersigned further promises to pay interest on the unpaid principal amount
      of
      each Loan from the date of such Loan until such Loan is paid in full, payable
      at
      the rate(s) and at the time(s) set forth in the Credit Agreement. Payments
      of
      both principal and interest are to be made in lawful money of the United States
      of America.

     

    This
      Note
      evidences indebtedness incurred under, and is subject to the terms and
      provisions of, the Amended and Restated Credit Agreement, dated as of August
      _____, 2007 (as amended, restated, supplemented or otherwise modified from
      time
      to time, the “Credit
      Agreement”;
      terms
      not otherwise defined herein are used herein as defined in the Credit
      Agreement), among the undersigned, certain financial institutions (including
      the
      Lender) and the Administrative Agent, to which Credit Agreement reference is
      hereby made for a statement of the terms and provisions under which this Note
      may or must be paid prior to its due date or its due date
      accelerated.

     

    This
      Note
      is made under and governed by the laws of the State of Illinois applicable
      to
      contracts made and to be performed entirely within such State.

     

    
      	
              PAC-VAN,
                INC.

            
	 	 
	
              By:

            	 
	 	
              Theodore
                M. Mourouzis, President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    FORM
      OF COMPLIANCE CERTIFICATE

     

    To:                         
      LaSalle
      Bank National Association, as Administrative Agent

     

    Please
      refer to the Amended and Restated Credit Agreement dated as of August ____,
      2007
      (as amended, restated, supplemented or otherwise modified from time to time,
      the
“Credit
      Agreement”)
      among
      Pac-Van, Inc. (the “Company”),
      various financial institutions and LaSalle Bank National Association, as
      Administrative Agent. Terms used but not otherwise defined herein are used
      herein as defined in the Credit Agreement.

     

    I.                             Reports.
      Enclosed herewith is a copy of the [annual
      audited/quarterly/monthly]
      report
      of the Company as at _____________, ____ (the “Computation
      Date”),
      which
      report fairly presents in all material respects the financial condition and
      results of operations [(subject
      to the absence of footnotes and to normal year-end
      adjustments)]
      of the
      Company as of the Computation Date and has been prepared in accordance with
      GAAP
      consistently applied.

     

    II.                            Financial
      Tests.
      The
      Company hereby certifies and warrants to you that the following is a true and
      correct computation as at the Computation Date of the following ratios and/or
      financial restrictions contained in the Credit Agreement:

     

    
      	
              A.

            	
              Section
                11.14.1 - Minimum Tangible Net Worth

            
	 	 	 	 
	 	
              1.

            	
              Tangible
                Net Worth

            	
              $________

            
	 	 	 	 
	 	
              2.

            	
              Plus:
                Subordinated Debt

            	
              $________

            
	 	 	 	 
	 	
              3.

            	
              Total
                

            	
              $________

            
	 	 	 	 
	 	
              4.

            	
              Minimum
                required

            	
              $________

            
	 	 	 	 
	
              B.

            	
              Section
                11.14.2 - Minimum Utilization Ratio

            
	 	 	 	 
	 	
              1.

            	
              Average
                Net Book Value of Eligible Inventory “in use”

            	
              $________

            
	 	 	 	 
	 	
              2.

            	
              Average
                Net Book Value of All Eligible Inventory

            	
              $________

            
	 	 	 	 
	 	
              3.

            	
              Ratio
                of (1) to (2)

            	
              ____
                to 1

            
	 	 	 	 
	 	
              4.

            	
              Minimum
                Required

            	
              .70
                to 1

            
	 	 	 	 
	
              C.

            	
              Section
                11.14.3 - Minimum Interest Coverage Ratio

            
	 	 	 	 
	 	
              1.

            	
              Consolidated
                Net Income

            	
              $________

            
	 	 	 	 
	 	
              2.

            	
              Plus:  Interest
                Expense

            	
              $________

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	 	
              income
                tax expense

            	
              $________

            
	 	 	
              depreciation

            	
              $________

            
	 	 	
              amortization

            	
              $________

            
	 	 	
              Claymon
                expenses

            	
              $________

            
	 	 	
              stock
                option expenses

            	
              $________

            
	 	 	 	 
	 	
              3.

            	
              Total
                (EBITDA)

            	
              $________

            
	 	 	 	 
	 	
              4.

            	
              Less:  Cash
                Taxes

            	
              $________

            
	 	 	
              Dividends/Distributions

            	
              $________

            
	 	 	 	 
	 	
              5.

            	
              Adjusted
                EBITDA

            	
              $________

            
	 	 	 	 
	 	
              6.

            	
              Interest
                Expense

            	
              $________

            
	 	 	 	 
	 	
              7.

            	
              Ratio
                of (6) to (7)

            	
              ____
                to 1

            
	 	 	 	 
	 	
              8.

            	
              Minimum
                required

            	
              1.25
                to 1

            
	 	 
	
              D.

            	
              Section
                11.14.4 - Maximum Senior Debt to EBITDA Ratio

            
	 	 	 	 
	 	
              1.

            	
              Senior
                Debt

            	
              $________

            
	 	 	 	 
	 	
              2.

            	
              EBITDA

            	
              $________

            
	 	 	
              (from
                Item C(3) above)

            	 
	 	 	 	 
	 	
              3.

            	
              Ratio
                of (1) to (2)

            	
              ____
                to 1

            
	 	 	 	 
	 	
              4.

            	
              Maximum
                allowed

            	
              5.00
                to 1

            
	 	 
	
              E.

            	
              Section
                11.14.5 - Maximum Total Debt to EBITDA Ratio

            
	 	 	 	 
	 	
              1.

            	
              Total
                Debt

            	
              $________

            
	 	 	 	 
	 	
              2.

            	
              EBITDA

            	
              $________

            
	 	 	
              (from
                Item C(3) above)

            	 
	 	 	 	 
	 	
              3.

            	
              Ratio
                of (1) to (2)

            	
              ____
                to 1

            
	 	 	 	 
	 	
              4.

            	
              Maximum
                allowed

            	
              5.50
                to 1

            
	 	 
	
              F.

            	
              Section
                11.14.6 - Minimum EBITDA

            
	 	 	 	 
	 	
              1.

            	
              EBITDA

            	
              $________

            
	 	 	
              (from
                Item C(3) above)

            	 
	 	 	 	 
	 	
              2.

            	
              Minimum
                allowed

            	
              $________

            


    

     

    The
      Company further certifies to you that no Event of Default or Unmatured Event
      of
      Default has occurred and is continuing.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    The
      Company has caused this Certificate to be executed and delivered by its duly
      authorized officer on _________, ____.

     

    
      	
              PAC-VAN,
                INC., an
                Indiana corporation

            
	 	 
	
              By:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    FORM
      OF BORROWING BASE CERTIFICATE

     

    To:         
      LaSalle
      Bank National Association, as Administrative Agent

     

    Please
      refer to the Amended and Restated Credit Agreement dated as of August ____,
      2007
      (as amended, restated, supplemented or otherwise modified from time to time,
      the
“Credit
      Agreement”)
      among
      Pac-Van, Inc. (the “Company”),
      various financial institutions and LaSalle Bank National Association, as
      Administrative Agent. This certificate (this “Certificate”),
      together with supporting calculations attached hereto, is delivered to you
      pursuant to the terms of the Credit Agreement. Capitalized terms used but not
      otherwise defined herein shall have the same meanings herein as in the Credit
      Agreement.

     

    The
      Company hereby certifies and warrants to the Administrative Agent and the
      Lenders that at the close of business on ______________, ____ (the “Calculation
      Date”),
      the
      Borrowing Base was $_____________, computed as set forth on the schedule
      attached hereto.

     

    The
      Company has caused this Certificate to be executed and delivered by its officer
      thereunto duly authorized on ___________,
      ______.

     

    
      	
              PAC-VAN,
                INC., an
                Indiana corporation

            
	 	 
	
              By:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      TO BORROWING BASE CERTIFICATE

    Dated
      as
      of
      [_________________]

     

    
      	
              1.

            	
              
                Gross
                  Accounts

              

            	 	 	
              $_________

            
	 	 	 	 	 
	
              2.

            	
              
                Less
                  Ineligibles

              

            	 	 	 
	 	 	 	 	 	 
	 	
              -

            	
              Administrative
                Agent’s Lien Not Perfected

            	 	
              $_________

            	 
	 	
              -

            	
              Subject
                to other Lien

            	
              $_________

            	 	 
	 	
              -

            	
              Subject
                to Offset, etc.

            	
              $_________

            	 	 
	 	
              -

            	
              Account
                Debtor not in U.S.

            	
              $_________

            	 	 
	 	
              -

            	
              Sale
                on Approval, Sale or

            	 	 	 
	 	 	
              Return,
                Bill and Hold or

            	 	 	 
	 	 	
              Consignment

            	
              $_________

            	 	 
	 	
              -

            	
              Over
                90 days past invoice date

            	
              $_________

            	 	 
	 	
              -

            	
              Affiliate
                Receivables

            	
              $_________

            	 	 
	 	
              -

            	
              Non-assignable

            	
              $_________

            	 	 
	 	
              -

            	
              Other

            	
              $_________

            	 	 
	 	
              -

            	
              Total

            	
               

            	 	
              $_________

            
	 	 	 	 	 	 
	
              3.

            	
              Eligible
                Accounts [Item
                1 minus Item 2]

            	 	 	
              $_________

            
	 	 	 	 	 	 
	
              4.

            	
              Item
                3 times 85%

            	 	 	
              $_________

            
	 	 	 	 	 
	
              5.

            	
              Gross
                Inventory consisting of consisting of

            	 	
               

            	
              $_________

            
	 	 	 	 	 
	 	
              mobile
                office units, modular buildings and storage containers

            	 	 	 
	 	 	 	 	 	 
	
              6.

            	
              Less
                Ineligibles

            	 	 	 
	 	
              -

            	
              Administrative
                Agent’s Lien Not Perfected

            	 	
              $_________

            	 
	 	
              -

            	
              Subject
                to other Lien 

            	
              $_________

            	 	 
	 	
              -

            	
              Not
                Salable

            	
              $_________

            	 	 
	 	
              -

            	
              Located
                off-site and no

            	 	 	 
	 	 	
              Collateral
                Access Agreement

            	
              $_________

            	 	 
	 	
              -

            	
              Not
                located in U.S.

            	
              $_________

            	 	 
	 	
              -

            	
              Supply
                items; packaging

            	
              $_________

            	 	 
	 	
              -

            	
              Advance
                payments received

            	
              $_________

            	 	 
	 	
              -

            	
              Other

            	
              $_________

            	 	 
	 	
              -

            	
              Total

            	
               

            	 	
              $_________

            
	 	 	 	 	 	 
	
              7.

            	
              Eligible
                Inventory [Item 5 minus Item 6]

            	 	 	
              $_________

            
	 	 	 	 	 
	
              8.

            	
              Item
                7 times 85%

            	 	 	
              $_________

            
	 	 	 	 	 
	
              9.

            	
              Borrowing
                Base

            	 	 	 
	 	 	 	 	 
	 	
              [Item
                4 plus Item 8]

            	 	 	
              $_________

            
	 	 	 	 	 	 
	
              10.

            	
              Lesser
                of Item 9 and 

              the
                Revolving Commitment

            	 	
              $_________

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                11.

              	
                Revolving
                  Outstandings (includes Stated Amount of Letters of Credit)

              	 	 	
                $_________

              
	 	 	 	 	 
	
                12.

              	
                Outstanding
                  Swing Line Loans

              	 	 	
                $_________

              
	 	 	 	 	 
	
                13.

              	
                Revolving
                  Loan Availability

              	 	 	 
	 	
                [Excess
                  of Item 10 over Item 11]

              	 	
                $_________

              	
                 

              
	 	 	 	 	 
	
                14.

              	
                Required
                  Prepayment

              	 	 	 
	 	
                [Excess
                  of sum of Items 11 and 12 over Item 10]

              	 	
                 

              	
                $_________

              


      

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    FORM
      OF

    ASSIGNMENT
      AGREEMENT

    


    Date:_________________

    


    To: Pac-Van,
      Inc.

    


    and

    


    LaSalle
      Bank National Association, as Administrative Agent

    


    Re: Assignment
      under the Credit Agreement referred to below

    


    Gentlemen
      and Ladies:

    


    Please
      refer to Section 15.6.1 of the Amended and Restated Credit Agreement dated
      as of
      August ___, 2007 (as amended or otherwise modified from time to time, the
“Credit
      Agreement”)
      among
      Pac-Van, Inc. (the “Company”),
      various financial institutions and LaSalle Bank National Association, as
      administrative agent (in such capacity, the “Administrative
      Agent”).
      Unless otherwise defined herein or the context otherwise requires, terms used
      herein have the meanings provided in the Credit Agreement.

    


    _________________
      (the “Assignor”)
      hereby
      sells and assigns, without recourse, to _________________ (the “Assignee”),
      and
      the Assignee hereby purchases and assumes from the Assignor, that interest
      in
      and to the Assignor’s rights and obligations under the Credit Agreement as of
      the date hereof equal to  %
      of all
      of the Loans, of the participation interests in the Letters of Credit and of
      the
      Commitments, such sale, purchase, assignment and assumption to be effective
      as
      of ___________, _____, or such later date on which the Company and the
      Administrative Agent shall have consented hereto (the “Effective
      Date”).
      After
      giving effect to such sale, purchase, assignment and assumption, the Assignee’s
      and the Assignor’s respective Percentages for purposes of the Credit Agreement
      will be as set forth opposite their names on the signature pages
      hereof.

    


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

    


    The
      Assignor represents and warrants that it is the legal and beneficial owner
      of
      the interest being assigned by it hereunder and that such interest is free
      and
      clear of any adverse claim.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    The
      Assignee represents and warrants to the Company and the Administrative Agent
      that, as of the date hereof, the Company will not be obligated to pay any
      greater amount under Section 7.6 or 8 of the Credit Agreement than the Company
      is obligated to pay to the Assignor under such Section. [The Assignee has
      delivered, or is delivering concurrently herewith, to the Company and the
      Administrative Agent the forms required by Section 7.6 of the Credit Agreement.]
      [INSERT IF ASSIGNEE IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OTHER THAN
      THE
      UNITED STATES OF AMERICA OR A STATE THEREOF.] The Assignee/Assignor shall pay
      the fee payable to the Administrative Agent pursuant to Section
      15.6.1.

    


    The
      Assignee hereby confirms that it has received a copy of the Credit Agreement.
      Except as otherwise provided in the Credit Agreement, effective as of the
      Effective Date:

    


    
      	 	
              (a)

            	
              the
                Assignee (i) shall be deemed automatically to have become a party
                to the
                Credit Agreement and to have all the rights and obligations of a
“Lender”
                under the Credit Agreement as if it were an original signatory thereto
                to
                the extent specified in the second paragraph hereof; and (ii) agrees
                to be
                bound by the terms and conditions set forth in the Credit Agreement
                as if
                it were an original signatory thereto;
                and

            


    

    


    
      	 	
              (b)

            	
              the
                Assignor shall be released from its obligations under the Credit
                Agreement
                to the extent specified in the second paragraph
                hereof.

            


    

    


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

    


    
      	
            	(A)	
              Institution
                Name:

            


    

    


    Address:

    


    Attention:

    


    Telephone:

    


    Facsimile:

    


    
      	
            	(B)	
              Payment
                Instructions:

            


    

    


    This
      Assignment shall be governed by and construed in accordance with the laws of
      the
      State of Illinois

    


    Please
      evidence your receipt hereof and your consent to the sale, assignment, purchase
      and assumption set forth herein by signing and returning counterparts hereof
      to
      the Assignor and the Assignee.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
              Percentage
                =        %

            	
              [ASSIGNEE]

            
	 	 	 
	 	
              By:

            	
               

            
	 	
              Title:

            	
               

            
	 	 	 
	
              Adjusted
                Percentage
                =        %

            	
              [ASSIGNOR]

            
	 	 	 
	 	
              By:

            	
               

            
	 	
              Title:

            	
               

            


    

    


    ACKNOWLEDGED
      AND CONSENTED TO

    this
      ____
      day of ________, ____.

    


    LASALLE
      BANK NATIONAL ASSOCIATION, as Administrative Agent

    


    
      	
              By:

            	
               

            
	
              Title:

            	
               

            


    

    


    ACKNOWLEDGED
      AND CONSENTED TO

    this
      ____
      day of ________, _____.

    


    PAC-VAN,
      INC., an Indiana corporation

    


    
      	
              By:

            	
               

            
	
              Title:

            	
               

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E 

    


    FORM
      OF
      NOTICE OF BORROWING

     

    To:  LaSalle
      Bank National Association, as Administrative Agent

     

    Please
      refer to the Amended and Restated Credit Agreement dated as of August ______,
      2007 (as amended, restated, supplemented or otherwise modified from time to
      time, the “Credit Agreement”) among Pac-Van, Inc. (the “Company”),
      various financial institutions and LaSalle Bank National Association, as
      Administrative Agent. Terms used but not otherwise defined herein are used
      herein as defined in the Credit Agreement.

     

    The
      undersigned hereby gives irrevocable notice, pursuant to Section
      2.2.2
      of the
      Credit Agreement, of a request hereby for a borrowing as follows:

     

    (i) The
      requested borrowing date for the proposed borrowing (which is a Business Day)
      is
      ______________, ____.

     

    (ii) The
      aggregate amount of the proposed borrowing is $______________.

     

    (iii) The
      type
      of Revolving Loans comprising the proposed borrowing are [Base Rate] [LIBOR]
      Loans.

     

    (iv) The
      duration of the Interest Period for each LIBOR Loan made as part of the proposed
      borrowing, if applicable, is ___________ months (which shall be 1, 2, 3 or
      6
      months).

     

    The
      undersigned hereby certifies that on the date hereof and on the date of
      borrowing set forth above, and immediately after giving effect to the borrowing
      requested hereby: (i) there exists and there shall exist no Unmatured Event
      of
      Default or Event of Default under the Credit Agreement; and (ii) each of the
      representations and warranties contained in the Credit Agreement and the other
      Loan Documents is true and correct as of the date hereof, except to the extent
      that such representation or warranty expressly relates to another date and
      except for changes therein expressly permitted or expressly contemplated by
      the
      Credit Agreement.

     

    The
      Company has caused this Notice of Borrowing to be executed and delivered by
      its
      officer thereunto duly authorized on ___________, ______.

     

    
      	
              PAC-VAN,
                INC., an
                Indiana corporation

            
	 	 
	
              By:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F 

    


    FORM
      OF
      NOTICE OF CONVERSION/CONTINUATION

     

    To:  LaSalle
      Bank National Association, as Administrative Agent

     

    Please
      refer to the Amended and Restated Credit Agreement dated as of August ____,
      2007
      (as amended, restated, supplemented or otherwise modified from time to time,
      the
“Credit Agreement”) among Pac-Van, Inc. (the “Company”),
      various financial institutions and LaSalle Bank National Association, as
      Administrative Agent. Terms used but not otherwise defined herein are used
      herein as defined in the Credit Agreement.

     

    The
      undersigned hereby gives irrevocable notice, pursuant to Section
      2.2.3
      of the
      Credit Agreement, of its request to:

     

    (a) on
      [ date
      ] convert $[________]of the aggregate outstanding principal amount of the
      [_______] Loan, bearing interest at the [________] Rate, into a(n) [________]
      Loan [and, in the case of a LIBOR Loan, having an Interest Period of [_____]
      month(s)];

    [(b) on
      [ date
      ] continue $[________]of the aggregate outstanding principal amount of the
      [_______] Loan, bearing interest at the LIBOR Rate, as a LIBOR Loan having
      an
      Interest Period of [_____] month(s)].

    


    The
      undersigned hereby represents and warrants that all of the conditions contained
      in Section
      12.2 of
      the
      Credit Agreement have been satisfied on and as of the date hereof, and will
      continue to be satisfied on and as of the date of the conversion/continuation
      requested hereby, before and after giving effect thereto.

    


    The
      Company has caused this Notice of Conversion/Continuation to be executed and
      delivered by its officer thereunto duly authorized on ___________,
      ______.

     

    
      	
              PAC-VAN,
                INC., an Indiana corporation

            
	 	 
	
              By:

            	 
	
              Title: