Exhibit
      10.1







**THIRD
      AMENDED AND RESTATED CREDIT AGREEMENT**




*dated
      as of September 8, 2006*




AMONG




**CLARK
      CONSULTING, INC.**


a
      Delaware corporation




*As
      Borrower*




**JPMORGAN
      CHASE BANK, NA**


a
      national banking association




*As
      Agent and Swing Line Lender*




**LASALLE
      BANK NATIONAL ASSOCIATION**


a
      national banking association




and




**CHARTER
      ONE BANK, N.A.**


a
      national banking association




*As
      Syndication Agent* s




**CERTAIN
      FINANCIAL INSTITUTIONS**




*As
      Lenders*




and




**JPMORGAN
      SECURITIES, INC.**




*As
      Lead Arranger And Sole Book Runner*












ARTICLE
                I
            DEFINITIONS
            1




ARTICLE
                II
            THE
                CREDITS
            16


2.1.
            Commitments.
            16


2.2.
            Required
                Payments; Termination
            16


2.3.
            Ratable
                Loans
            17


2.4.
            Types
                of
                Advances
            17


2.5.
            Swing
                Line Loans.
            17


2.6.
            Fees;
                Reductions in Aggregate Commitment.
            18


2.7.
            Minimum
                Amount of Each Advance
            19


2.8.
            Optional
                Principal Payments
            19


2.9.
            Method
                of Selecting Types and Interest Periods for New Advances
            19


2.10.
            Conversion
                and Continuation of Outstanding Advances
            20


2.11.
            Changes
                in Interest Rate,
                etc
            20


2.12.
            Rates
                Applicable After Default
            21


2.13.
            Method
                of Payment
            21


2.14.
            Noteless
                Agreement; Evidence of Indebtedness
            21


2.15.
            Telephonic
                Notices
            22


2.16.
            Interest
                Payment Dates; Interest and Fee Basis
            22


2.17.
            Notification
                of Advances, Interest Rates, Prepayments and Commitment Reductions
            22


2.18.
            Lending
                Installations
            22


2.19.
            Non-Receipt
                of Funds by the Agent
            23


2.20.
            Facility
                LCs.
            23


2.21.
            Extension
                of Revolving Credit Termination Date
            27


2.22.
            Replacement
                of Lender
            27


2.23.
            Limitation
                of Interest
            27


2.24.
            Attrition
                Rate
            28




ARTICLE
                III
            YIELD
                PROTECTION; TAXES
            28


3.1.
            Yield
                Protection
            28


3.2.
            Changes
                in Capital Adequacy Regulations
            29


3.3.
            Availability
                of Types of Advances
            29


3.4.
            Funding
                Indemnification
            30


3.5.
            Taxes
            30


3.6.
            Lender
                Statements; Survival of Indemnity
            31




ARTICLE
                IV
            CONDITIONS
                PRECEDENT
            32


4.1.
            Initial
                Credit Extension
            32


4.2.
            Each
                Credit Extension
            32




ARTICLE
                V
            REPRESENTATIONS
                AND WARRANTIES
            33


5.1.
            Existence
                and Standing
            33


5.2.
            Authorization
                and Validity
            33


5.3.
            No
                Conflict; Government Consent
            33


5.4.
            Financial
                Statements
            34


i





5.5.
            Material
                Adverse Change
            34


5.6.
            Taxes
            34


5.7.
            Litigation
                and Contingent Obligations
            34


5.8.
            Subsidiaries
            34


5.9.
            ERISA
            34


5.10.
            Accuracy
                of Information
            34


5.11.
            Regulation
                U
            35


5.12.
            Material
                Agreements
            35


5.13.
            Compliance
                With Laws
            35


5.14.
            Ownership
                of Properties
            35


5.15.
            Plan
                Assets; Prohibited Transactions
            35


5.16.
            Environmental
                Matters
            35


5.17.
            Investment
                Company Act
            35


5.18.
            Public
                Utility Holding Company Act
            35


5.19.
            Reportable
                Transaction
            36


5.20.
            Subordinated
                Indebtedness
            36


5.21.
            Insurance
            36


5.22.
            Solvency
            36




ARTICLE
                VI
            COVENANTS
            36


6.1.
            Financial
                Reporting
            36


6.2.
            Use
                of Proceeds
            38


6.3.
            Notice
                of Default
            38


6.4.
            Conduct
                of Business
            38


6.5.
            Taxes
            38


6.6.
            Insurance
            38


6.7.
            Compliance
                with Laws
            38


6.8.
            Maintenance
                of Properties
            38


6.9.
            Inspection
            38


6.10.
            Dividends
            38


6.11.
            Indebtedness
            39


6.12.
            Merger
            39


6.13.
            Sale
                of Assets
            39


6.14.
            Investments
                and Acquisitions
            40


6.15.
            Liens
            40


6.16.
            Affiliates
            41


6.17.
            Subordinated
                Indebtedness
            41


6.18.
            Sale
                of Accounts
            41


6.19.
            Sale
                and Leaseback Transactions and other Off-Balance Sheet Liabilities
            41


6.20.
            Contingent
                Obligations
            42


6.21.
            Letters
                of Credit
            42


6.22.
            Financial
                Covenants.
            42


6.23.
            Investment
                Company
            42




ARTICLE
                VII
            DEFAULTS
            42


7.1.
            Defaults
            42


ii







ARTICLE
                VIII
            ACCELERATION,
                WAIVERS, AMENDMENTS AND REMEDIES
            45


8.1.
            Acceleration;
                Facility LC Collateral Account
            45


8.2.
            Amendments
            46


8.3.
            Preservation
                of Rights
            47




ARTICLE
                IX
            GENERAL
                PROVISIONS
            47


9.1.
            Survival
                of Representations
            47


9.2.
            Governmental
                Regulation
            47


9.3.
            Headings
            47


9.4.
            Entire
                Agreement
            47


9.5.
            Several
                Obligations; Benefits of this Agreement
            47


9.6.
            Expenses;
                Indemnification
            48


9.7.
            Numbers
                of Documents
            48


9.8.
            Accounting
            48


9.9.
            Severability
                of Provisions
            49


9.10.
            Nonliability
                of Lenders
            49


9.11.
            Confidentiality
            49


9.12.
            Nonreliance
            49


9.13.
            Disclosure
            49




ARTICLE
                X
            THE
                AGENT
            50


10.1.
            Appointment;
                Nature of Relationship
            50


10.2.
            Powers
            50


10.3.
            General
                Immunity
            50


10.4.
            No
                Responsibility for Loans, Recitals, etc
            50


10.5.
            Action
                on Instructions of Lenders
            51


10.6.
            Employment
                of Agents and Counsel
            51


10.7.
            Reliance
                on Documents; Counsel
            51


10.8.
            Agent’s
                Reimbursement and Indemnification
            51


10.9.
            Notice
                of Default
            52


10.10.
            Rights
                as a Lender
            52


10.11.
            Lender
                Credit Decision
            52


10.12.
            Successor
                Agent
            52


10.13.
            Agent
                and Arranger Fees
            53


10.14.
            Delegation
                to Affiliates
            53


10.15.
            Execution
                of Collateral Documents
            53


10.16.
            Collateral
                Releases
            53


10.17.
            Co-Agents,
                Documentation Agent, Syndication Agent, etc
            53




ARTICLE
                XI
            SETOFF;
                RATABLE PAYMENTS
            53


11.1.
            Setoff
            53


11.2.
            Ratable
                Payments
            53


11.3.
            Proceeds
                of Collateral
            54




ARTICLE
                XII
            BENEFIT
                OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
            54


12.1.
            Successors
                and Assigns
            54


iii





12.2.
            Participations.
            54


12.3.
            Assignments.
            55


12.4.
            Dissemination
                of Information
            57


12.5.
            Tax
                Treatment
            57




ARTICLE
                XIII
            NOTICES
            57


13.1.
            Notices
            57


13.2.
            Change
                of Address
            57




ARTICLE
                XIV
            COUNTERPARTS
            57




ARTICLE
                XV
            CHOICE
                OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
            58


15.1.
            CHOICE
                OF LAW
            58


15.2.
            CONSENT
                TO JURISDICTION
            58


15.3.
            WAIVER
                OF JURY TRIAL
            58








Schedules:





Pricing
      Schedule


Commitment
      Schedule


Facility
      Fee Schedule


1
      -
      Subsidiaries; Excluded Entities


2
      - Debt
      and Liens


3
      - Trust
      Preferred Indebtedness Documents


6.11
      -
      Specific Indebtedness





Exhibits:





A
      - Form
      of Opinion


B
      - Form
      of Compliance Certificate


C
      - Form
      of Assignment and Assumption Agreement


D
      - Form
      of Money Transfer Instructions


E
      - Form
      of Revolving Note








iv





**THIRD
      AMENDED AND RESTATED CREDIT AGREEMENT**




This
      Third Amended and Restated Credit Agreement, dated as of the 8 th day of
      September, 2006, is among Clark Consulting, Inc., a Delaware corporation (f/k/a
      Clark/Bardes Consulting, Inc. and f/k/a Clark/Bardes, Inc.) (“ ***Borrower*** ”),
      the
      Lenders, JPMorgan Chase Bank, NA, a national banking association, as
      administrative agent and LaSalle Bank National Association, a national banking
      association, and Charter One Bank, N.A., a national banking association, as
      syndication agents. The parties hereto agree as follows:




**R
      E C I T A L S:**




I.  Borrower,
      Agent and certain of the Lenders have previously entered into that certain
      Second Amended and Restated Credit Agreement (as heretofore amended, modified,
      and supplemented, the “ ***Existing
      Credit Agreement”*** )
      dated
      as of November 26, 2003, pursuant to which the Lenders agreed to make the Loans
      available to Borrower. The Existing Credit Agreement has been previously
      modified and amended pursuant to (i) that certain First Modification Agreement
      dated as of November 12, 2004 and (ii) that certain Second Modification
      Agreement dated as of August 29, 2005.




II.  Payment
      and performance of the Obligations (under and as defined in the Existing Credit
      Agreement) under the Loan are guaranteed by Parent pursuant to that certain
      Guaranty Agreement (the “ ***Existing
      Guaranty*** ”)
      executed by Parent in favor of Agent and the Lenders.




III.  Borrower
      has requested certain modifications and amendments to, and consents under,
      the
      Existing Credit Agreement. Borrower, Agent and the Lenders desire to execute
      this Agreement to amend and restate the Existing Credit Agreement to effect
      such
      changes to the Existing Credit Agreement. Accordingly, in consideration of
      the
      mutual covenants and agreements contained herein, and other good and valuable
      consideration, the receipt and adequacy of which is hereby acknowledged, the
      parties hereto agree as follows:




**ARTICLE
      I**






**DEFINITIONS**




As
      used
      in this Agreement:




“ ***Acquisition*** ”
means
      any transaction, or any series of related transactions, consummated on or after
      the date of this Agreement, by which Borrower or any of its Subsidiaries (i)
      acquires any going business or all or substantially all of the assets of any
      firm, corporation or limited liability company, or division thereof, whether
      through purchase of assets, merger or otherwise or (ii) directly or indirectly
      acquires (in one transaction or as the most recent transaction in a series
      of
      transactions) at least a majority (in number of votes) of the securities of
      a
      corporation which have ordinary voting power for the election of directors
      (other than securities having such power only by reason of the happening of
      a
      contingency) or a majority (by percentage or voting power) of the outstanding
      ownership interests of a partnership or limited liability company.




“ ***Acquisition
      EBITDA*** ”
is
      defined in the definition of Consolidated EBITDA.




“ ***Advance*** ”
means
      a
      borrowing hereunder, (i) made by some or all of the Lenders on the same
      Borrowing Date, or (ii) converted or continued by the Lenders on the same date
      of conversion or continuation, consisting, in either case, of the aggregate
      amount of the several Loans of the same Type and, in the case of Eurodollar
      Loans, for the same Interest Period. The term “Advance” shall include Swing Line
      Loans and any portions of the Revolving Loan which are from time to time subject
      to a Term Conversion unless otherwise expressly provided.




1







“ ***Advance
      Rate*** ”
means,
      with respect to fees and commissions owing by an insurance company, **** the
      advance rate set forth below opposite such company’s financial strength rating
      by S&P or Moody’s (or the lower rating in the event of a conflict) on the
      date of calculation:







S&P
                Rating
            Moody’s
                Rating
            Advance
                RateA
                or better
            A
                or better
            80%A-
            A2
            70%BBB+
            Baa1
            50%BBB
            Baa2
            30%below
                BBB or unrated
            below
                Baa or unrated
            0%







“ ***Affiliate*** ”
of
      any
      Person means any other Person directly or indirectly controlling, controlled
      by
      or under common control with such Person. A Person shall be deemed to control
      another Person if the controlling Person owns 10% or more of any class of voting
      securities (or other ownership interests) of the controlled Person or possesses,
      directly or indirectly, the power to direct or cause the direction of the
      management or policies of the controlled Person, whether through ownership
      of
      stock, by contract or otherwise.




“ ***Agent*** ”
means
      JPMorgan in its capacity as administrative agent for the Lenders pursuant to
      Article X, and not in its individual capacity as a Lender, and any successor
      Agent appointed pursuant to Article X.




“ ***Aggregate
      Commitment*** ”
means
      the aggregate of the Commitments of all the Lenders, as increased or reduced
      from time to time pursuant to the terms hereof.




“ ***Aggregate
      Outstanding Credit Exposure*** ”
means,
      at any time, the aggregate of the Outstanding Credit Exposure of all the
      Lenders.




“ ***Agreement*** ”
means
      this Third Amended and Restated Credit Agreement, as it may be amended or
      modified and in effect from time to time.




“ ***Agreement
      Accounting Principles*** ”
means
      generally accepted accounting principles as in effect from time to time, applied
      in a manner consistent with that used in preparing the financial statements
      referred to in Section 5.4.




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




“ ***Applicable
      Fee Rate*** ”
means,
      at any time, the percentage rate per annum at which Commitment Fees are accruing
      on the unused portion of the Aggregate Commitment at such time as set forth
      in
      the Pricing Schedule.




2







“ ***Applicable
      Margin*** ”
means,
      with respect to Advances of any Type at any time, the percentage rate per annum
      which is applicable at such time with respect to Advances of such Type as set
      forth in the Pricing Schedule.




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




“ ***Arranger*** ”
means
      JPMorgan Securities, Inc., a Delaware corporation, and its successors, in its
      capacity as Lead Arranger and Sole Book Runner.




“ ***Assumed
      Expense Allowance*** ”
means
      twenty-five percent (25%).




“ ***Attrition
      Rate*** ”
means
      the assumed yearly rate of attrition of renewals of existing policies and
      contracts, which for purposes of calculating Present Value of Renewals, are
      initially 5% with respect to contracts and policies in the Banking Portfolio
      and
      12.5% with respect to all other contracts and policies, which Attrition Rate
      shall be re-set annually as set forth in Section 2.24.




“ ***Article*** ”
means
      an article of this Agreement unless another document is specifically
      referenced.




“ ***Authorized
      Officer*** ”
means
      any of the Chief Financial Officer, the Controller, the President of Borrower,
      or any other person designated in writing by any of the foregoing persons,
      acting singly.




“ ***Available
      Aggregate Commitment*** ”
means,
      at any time, the lesser of Aggregate Commitment then in effect or the Borrowing
      Base then in effect, minus the Aggregate Outstanding Credit Exposure at such
      time.




“ ***Banking
      Portfolio*** ”
means
      the portfolio of policies and contracts sold to commercial banks.




“ ***Borrower*** ”
means
      Clark Consulting, Inc., a Delaware corporation, and its successors and
      assigns.




“ ***Borrowing
      Base*** ”
means
      an amount equal to (i) the applicable Advance Rate times the Net Present
      Value of Renewals, minus (ii) Borrower’s Consolidated Funded Indebtedness
      (excluding, however, any portion of Consolidated Funded Indebtedness consisting
      of the outstanding balance of the Revolving Credit Facility and Trust Preferred
      Indebtedness), each as indicated in the most recently delivered quarterly
      compliance certificate and as such amount is approved by Agent.




“ ***Borrowing
      Date*** ”
means
      a
      date on which an Advance is made hereunder.




“ ***Borrowing
      Notice*** ”
is
      defined in Section 2.9.




“ ***Business
      Day*** ”
means
      (i) with respect to any borrowing, payment or rate selection of Eurodollar
      Advances, a day (other than a Saturday or Sunday) on which banks generally
      are
      open in Chicago and New York City for the conduct of substantially all of their
      commercial lending activities, interbank wire transfers can be made on the
      Fedwire system and dealings in United States dollars are carried on in the
      London interbank market and (ii) for all other purposes, a day (other than
      a
      Saturday or Sunday) on which banks generally are open in Chicago for the conduct
      of substantially all of their commercial lending activities and interbank wire
      transfers can be made on the Fedwire system.




3







“ ***Calculation
      Leverage Ratio*** ”
means,
      as of any date of calculation, the ratio of (i) Consolidated Funded Indebtedness
      (including Trust Preferred Indebtedness ) outstanding on such date to (ii)
      Consolidated EBITDA for Borrower’s then most-recently ended four fiscal
      quarters.




“ ***Capital
      Expenditures*** ”
means,
      without duplication, any expenditures for any purchase or other acquisition
      (other than an Acquisition) of any asset which would be classified as a fixed
      or
      capital asset on a consolidated balance sheet of Borrower and its Subsidiaries
      prepared in accordance with Agreement Accounting Principles excluding (i) the
      cost of assets acquired with Capitalized Lease Obligations, (ii) expenditures
      of
      insurance proceeds to rebuild or replace any asset after a casualty loss and
      (iii) leasehold improvement expenditures for which Borrower or a Subsidiary
      is
      reimbursed promptly by the lessor.




“ ***Capitalized
      Lease*** ”
of
      a
      Person means any lease of Property by such Person as lessee which would be
      capitalized on a balance sheet of such Person prepared in accordance with
      Agreement Accounting Principles.




“ ***Capitalized
      Lease Obligations*** ”
of
      a
      Person means the amount of the obligations of such Person under Capitalized
      Leases which would be shown as a liability on a balance sheet of such Person
      prepared in accordance with Agreement Accounting Principles.




“ ***Cash
      Equivalent Investments*** ”
means
      (i) short-term obligations of, or fully guaranteed by, the United States of
      America, (ii) commercial paper rated A-1 or better by S&P or P-1 or better
      by Moody’s, (iii) demand deposit accounts maintained in the ordinary course of
      business, and (iv) certificates of deposit issued by and time deposits with
      commercial banks (whether domestic or foreign) having capital and surplus in
      excess of $100,000,000; *provided* in each
      case that the same provides for payment of both principal and interest (and
      not
      principal alone or interest alone) and is not subject to any contingency
      regarding the payment of principal or interest.




“ ***Change
      in Control*** ”
means
      (i) the acquisition by any Person, or two or more Persons acting in concert,
      other than any such Person or Persons in the Control Group, of beneficial
      ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
      Commission under the Securities Exchange Act of 1934) of 25% or more of the
      outstanding shares of voting stock of Borrower or Parent; (ii) Parent shall
      cease to own, free and clear of all Liens or other encumbrances, at least 100%
      of the outstanding shares of voting stock of Borrower on a fully diluted basis;
      or (iii) the failure of W. T. Wamberg (“ ***Wamberg*** ”)
      to (a)
      continue to own the greater of (1) 5% of the outstanding capital stock of Parent
      or (2) more of the outstanding capital stock in Parent than any other person
      in
      the Control Group or (b) continue to act as Chairman of the Board of Directors
      of Parent.




“ ***Code*** ”
means
      the Internal Revenue Code of 1986, as amended, reformed or otherwise modified
      from time to time.




“ ***Collateral*** ”
means
      all of the assets (fixed and intangible, and whether or not such assets would
      be
      included on a Balance Sheet of such Person in accordance with Agreement
      Accounting Principles) of Borrower, Parent and all of their Subsidiaries,
      including, without limitation, all of the outstanding capital stock in Borrower,
      which Collateral is to be pledged to the Lenders pursuant to the Collateral
      Documents **,** excluding,
      however, the Excluded Assets.




“ ***Collateral
      Documents*** ”
means,
      collectively, (i) the Amended and Restated Pledge and Security Agreement dated
      as of _______________, 2006, executed by Borrower, Parent and their Subsidiaries
      (other than the Excluded Entities), in favor of Lenders pursuant to which such
      entities pledged and granted a security interest in the Collateral, and (ii)
      the
      Guaranty.




4







“ ***Collateral
      Shortfall Amount*** ”
is
      defined in Section 8.1.




“ ***Commitment*** ”
means,
      for each Lender, the obligation of such Lender to make Revolving Loans to,
      and
      participate in Facility LCs issued upon the application of, Borrower in an
      aggregate amount not exceeding the amount set forth opposite its signature
      below
      and on the attached “Commitment Schedule”, or as set forth in any Notice of
      Assignment relating to any assignment that has become effective pursuant to
      Section 12.3.2, as such amount may be modified from time to time pursuant to
      the
      terms hereof.




“ ***Consolidated
      Capital Expenditures*** ”
means,
      with reference to any period, the Capital Expenditures of Borrower and its
      Subsidiaries calculated on a consolidated basis for such period.




“ ***Consolidated
      EBITDA*** ”
means
      Consolidated Net Income *plus* ,
      to the
      extent deducted from revenues in determining Consolidated Net Income, (i)
      Consolidated Interest Expense, (ii) expense for taxes paid or accrued during
      such period, (iii) depreciation, (iv) amortization and (v) extraordinary losses
      incurred other than in the ordinary course of business and other than as a
      result of discontinuation of operations, *minus,* to the
      extent included in Consolidated Net Income, extraordinary gains realized other
      than in the ordinary course of business, all calculated for Borrower and its
      Subsidiaries on a consolidated basis. Consolidated EBITDA shall be adjusted
      if
      Borrower consummates a Permitted Acquisition during the period in question
      to
      include the effect of pro-forma EBITDA for the company acquired (based on EBITDA
      [calculated in the same manner as Consolidated EBITDA] of the company acquired
      for the four quarters preceding the date of acquisition), which amount shall
      be
      adjusted, with the approval of Required Lenders, to negate the effect of
      excessive salaries and quantifiable non-recurring expenses (“ ***Acquisition
      EBITDA*** ”).
      The
      foregoing adjustment based on Acquisition EBITDA is conditioned upon receipt
      and
      approval by Required Lenders of information substantiating such adjustment,
      including, without limitation, audited financial statements (or, with the
      consent of Required Lenders, compiled financial statements certified by the
      Chief Financial Officer of Borrower) of the company acquired for the most
      recently ended fiscal year.




“ ***Consolidated
      Funded Indebtedness*** ”
means
      at any time the aggregate dollar amount of Consolidated Indebtedness which
      has
      actually been funded and is outstanding at such time, whether or not such amount
      is due or payable at such time, including, without limitation, all Permitted
      Acquisition Indebtedness.




“ ***Consolidated
      Indebtedness*** ”
means
      at any time the Indebtedness of Borrower and its Subsidiaries calculated on
      a
      consolidated basis as of such time.




“ ***Consolidated
      Interest Expense*** ”
means,
      with reference to any period, the interest expense of Borrower and its
      Subsidiaries calculated on a consolidated basis for such period (excluding
      fees
      paid to Agent and the Lenders in connection with closing of the transaction
      contemplated by this Agreement).




“ ***Consolidated
      Net Income*** ”
means,
      with reference to any period, the net income (or loss) of Borrower and its
      Subsidiaries calculated on a consolidated basis for such period.




“ ***Consolidated
      Net Worth*** ”
means
      at any time the consolidated stockholders’ equity of Borrower and its
      Subsidiaries calculated on a consolidated basis as of such time.




“ ***Consolidated
      Rentals*** ”
means,
      with reference to any period, the Rentals of Borrower and its Subsidiaries
      calculated on a consolidated basis for such period.




5


“ ***Contingent
      Obligation*** ”
of
      a
      Person means any agreement, undertaking or arrangement by which such Person
      assumes, guarantees, endorses, contingently agrees to purchase or provide funds
      for the payment of, or otherwise becomes or is contingently liable upon, the
      obligation or liability of any other Person, or agrees to maintain the net
      worth
      or working capital or other financial condition of any other Person, or
      otherwise assures any creditor of such other Person against loss, including,
      without limitation, any comfort letter, operating agreement, take-or-pay
      contract or the obligations of any such Person as general partner of a
      partnership with respect to the liabilities of the partnership.




“ ***Control
      Group*** ”
means
      the following individuals: Tom Wamberg, Tom Pyra and Robert Long.




“ ***Controlled
      Group*** ”
means
      all members of a controlled group of corporations or other business entities
      and
      all trades or businesses (whether or not incorporated) under common control
      which, together with Borrower or any of its Subsidiaries, are treated as a
      single employer under Section 414 of the Code.




“ ***Conversion/Continuation
      Notice*** ”
is
      defined in Section 2.10.




“ ***Credit
      Extension*** ”
means
      the making of an Advance or the issuance of a Facility LC
      hereunder.




“ ***Credit
      Extension Date*** ”
means
      the Borrowing Date for an Advance or the issuance date for a Facility
      LC.




“ ***Default*** ”
means
      an event described in Article VII.




“ ***Earn
      Out Payments*** ”
means
      any payment by Borrower or any Subsidiary to the former owner of assets or
      equity interests which were acquired by Borrower or such Subsidiary as
      additional acquisition consideration after the closing date of such
      Acquisition.




“ ***Environmental
      Laws*** ”
means
      any and all federal, state, local and foreign statutes, laws, judicial
      decisions, regulations, ordinances, rules, judgments, orders, decrees, plans,
      injunctions, permits, concessions, grants, franchises, licenses, agreements
      and
      other governmental restrictions relating to (i) the protection of the
      environment, (ii) the effect of the environment on human health, (iii)
      emissions, discharges or releases of pollutants, contaminants, hazardous
      substances or wastes into surface water, ground water or land, or (iv) the
      manufacture, processing, distribution, use, treatment, storage, disposal,
      transport or handling of pollutants, contaminants, hazardous substances or
      wastes or the clean-up or other remediation thereof.




“ ***ERISA*** ”
means
      the Employee Retirement Income Security Act of 1974, as amended from time to
      time, and any rule or regulation issued thereunder.




“ ***Eurodollar
      Advance*** ”
means
      an Advance which, except as otherwise provided in Section 2.11, bears interest
      at the applicable Eurodollar Rate.




“ ***Eurodollar
      Base Rate*** ”
means,
      with respect to a Eurodollar Advance for the relevant Interest Period, the
      applicable British Bankers’ Association LIBOR rate for deposits in U.S. dollars
      as reported by any generally recognized financial information service as of
      11:00 a.m. (London time) two Business Days prior to the first day of such
      Interest Period, and having a maturity equal to such Interest Period, *provided* that, if
      no such British Bankers’ Association LIBOR rate is available to the Agent, the
      applicable Eurodollar Base Rate for the relevant Interest Period shall instead
      be the rate determined by the Agent to be the rate at which JPMorgan or one
      of
      its Affiliate banks offers to place deposits in U.S. dollars with first-class
      banks in the interbank market at approximately 11:00 a.m. (London time) two
      Business Days prior to the first day of such Interest Period, in the approximate
      amount of JPMorgan’s relevant Eurodollar Loan and having a maturity equal to
      such Interest Period.




6


“ ***Eurodollar
      Loan*** ”
means
      a
      Loan which, except as otherwise provided in Section 2.11, bears interest at
      the
      applicable Eurodollar Rate.




“ ***Eurodollar
      Rate*** ”
means,
      with respect to a Eurodollar Advance for the relevant Interest Period, the
      sum
      of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest
      Period, divided by (b) one minus the Reserve Requirement (expressed as a
      decimal) applicable to such Interest Period, plus (ii) the Applicable Margin.
      The Eurodollar Rate shall be rounded to the next higher multiple of 1/16 of
      1%
      if the rate is not such a multiple.




“ ***Excluded
      Assets*** ”
means
      the assets of the Excluded Entities.




“ ***Excluded
      Entities*** ”
means
      the entities identified as such on Schedule 1.




“ ***Excluded
      Taxes*** ”
means,
      in the case of each Lender or applicable Lending Installation and the Agent,
      taxes imposed on its overall net income, and franchise taxes imposed on it,
      by
      (i) the jurisdiction under the laws of which such Lender or the Agent is
      incorporated or organized or (ii) the jurisdiction in which the Agent’s or such
      Lender’s principal executive office or such Lender’s applicable Lending
      Installation is located.




“ ***Exhibit*** ”
refers
      to an exhibit to this Agreement, unless another document is specifically
      referenced.




“ ***Extension
      Request*** ”
is
      defined in Section 2.21.




“ ***Facility
      LC*** ”
is
      defined in Section 2.20.1.




“ ***Facility
      LC Application*** ”
is
      defined in Section 2.20.3.




“ ***Facility
      LC Collateral Account*** ”
is
      defined in Section 2.20.11.




“ ***Facility
      Termination Date*** ”
means,
      (i) with respect to each Term Conversion, five (5) years after the date of
      such
      Term Conversion, and (ii) with respect to the entire Revolving Credit Facility,
      December 31, 2009, or any later date as may be specified as the Facility
      Termination Date in accordance with Section 2.21 or any earlier date on which
      the Aggregate Commitment is reduced to zero or otherwise terminated pursuant
      to
      the terms hereof.




“ ***Federal
      Funds Effective Rate*** ”
means,
      for any day, an interest rate per annum equal to the weighted average of the
      rates on overnight Federal funds transactions with members of the Federal
      Reserve System arranged by Federal funds brokers on such day, as published
      for
      such day (or, if such day is not a Business Day, for the immediately 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
      at approximately 10:00 a.m. (Chicago time) on such day on such transactions
      received by the Agent from three Federal funds brokers of recognized standing
      selected by the Agent in its sole discretion.




“ ***Financial
      Contract*** ”
of
      a
      Person means (i) any exchange-traded or over-the-counter futures, forward,
      swap
      or option contract or other financial instrument with similar characteristics,
      or (ii) any Rate Management Transaction.




7


“ ***Floating
      Rate*** ”
means,
      for any day, a rate per annum equal to (i) the Alternate Base Rate for such
      day
      plus (ii) the Applicable Margin, in each case changing when and as the Alternate
      Base Rate changes.




“ ***Floating
      Rate Advance*** ”
means
      an Advance which, except as otherwise provided in Section 2.11, bears interest
      at the Floating Rate.




“ ***Floating
      Rate Loan*** ”
means
      a
      Loan which, except as otherwise provided in Section 2.11, bears interest at
      the
      Floating Rate.




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




“ ***Guarantor*** ”
means
      collectively, (i) Parent and its successors and assigns and (ii) each Subsidiary
      of Borrower or Parent that is not an Excluded Entity.




“ ***Guaranty*** ”
means
      that certain Amended and Restated Unlimited Guaranty dated as of
      _______________, 2006, executed by Guarantor in favor of the Agent, for the
      ratable benefit of the Lenders, as it may be amended or modified and in effect
      from time to time.




“ ***Highest
      Lawful Rate*** ”
shall
      mean, on any day, the maximum nonusurious rate of interest permitted for that
      day by whichever of applicable federal or Illinois law permits the higher
      interest rate, stated as a rate per annum.




“ ***Hypothetical
      Amortization*** ”
means
      an amount equal to 20% of (a) the Aggregate Outstanding Credit Exposure, *minus* (b) the
      Working Capital Sublimit.




“ ***Indebtedness*** ”
of
      a
      Person means such Person’s (i) obligations for borrowed money, (ii) obligations
      representing the deferred purchase price of Property or services (other than
      accounts payable arising in the ordinary course of such Person’s business
      payable on terms customary in the trade), (iii) obligations, whether or not
      assumed, secured by Liens or payable out of the proceeds or production from
      Property now or hereafter owned or acquired by such Person, (iv) obligations
      which are evidenced by notes, acceptances, or other instruments, (v) obligations
      of such Person to purchase securities or other Property arising out of or in
      connection with the sale of the same or substantially similar securities or
      Property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations,
      (viii) Letters of Credit, (ix) Net Mark-to-Market Exposure of Rate Hedging
      Agreements and other Financial Contracts, (x) Off-Balance Sheet Liabilities,
      (xi) Operating Lease Obligations, (xii) Rate Hedging Obligations, (xiii) Sale
      and Leaseback Transactions, and (xiv) any other obligation for borrowed money
      or
      other financial accommodation which in accordance with Agreement Accounting
      Principles would be shown as a liability on the consolidated balance sheet
      of
      such Person.




“ ***Interest
      Period*** ”
means,
      with respect to a Eurodollar Advance, a period of one, two, three, or six months
      commencing on a Business Day selected by Borrower pursuant to this Agreement.
      Such Interest Period shall end on the day which corresponds numerically to
      such
      date one, two, three or six months thereafter, *provided,
      however,* that if
      there is no such numerically corresponding day in such next, second, third
      or
      sixth succeeding month, such Interest Period shall end on the last Business
      Day
      of such next, second, third or sixth succeeding month. If an Interest Period
      would otherwise end on a day which is not a Business Day, such Interest Period
      shall end on the next succeeding Business Day, *provided,
      however,* that if
      said next succeeding Business Day falls in a new calendar month, such Interest
      Period shall end on the immediately preceding Business Day.




8


“ ***Investment*** ”
of
      a
      Person means any loan, advance (other than commission, travel and similar
      advances to officers and employees made in the ordinary course of business),
      extension of credit (other than accounts receivable arising in the ordinary
      course of business on terms customary in the trade) or contribution of capital
      by such Person; stocks, bonds, mutual funds, partnership interests, notes,
      debentures or other securities owned by such Person; any deposit accounts and
      certificate of deposit owned by such Person; and structured notes, derivative
      financial instruments and other similar instruments or contracts owned by such
      Person.




“ ***JPMorgan*** ”
means
      JPMorgan Chase Bank, NA, a national banking association, having its principal
      office in Chicago, Illinois, in its individual capacity, and its
      successors.




“ ***LC
      Fee*** ”
is
      defined in Section 2.20.4.




“ ***LC
      Issuer*** ”
means
      JPMorgan (or any subsidiary or affiliate of JPMorgan designated by JPMorgan)
      in
      its capacity as issuer of Facility LCs hereunder.




“ ***LC
      Obligations*** ”
means,
      at any time, the sum, without duplication, of (i) the aggregate undrawn stated
      amount under all Facility LCs outstanding at such time plus (ii) the aggregate
      unpaid amount at such time of all Reimbursement Obligations.




“ ***LC
      Payment Date*** ”
is
      defined in Section 2.20.5.




“ ***Lenders*** ”
means
      the lending institutions listed on the signature pages of this Agreement and
      their respective successors and assigns. Unless otherwise specified, the term
      “Lenders” includes JPMorgan in its capacity as Swing Line Lender.




“ ***Lending
      Installation*** ”
means,
      with respect to a Lender or the Agent, the office, branch, subsidiary or
      affiliate of such Lender or the Agent listed on the signature pages hereof
      or on
      a Schedule or otherwise selected by such Lender or the Agent pursuant to Section
      2.18.




“ ***Letter
      of Credit*** ”
of
      a
      Person means a letter of credit or similar instrument which is issued upon
      the
      application of such Person or upon which such Person is an account party or
      for
      which such Person is in any way liable.




“ ***Leverage
      Ratio*** ”
means,
      as of any date of calculation, the ratio of (i) Consolidated Funded Indebtedness
      (excluding Trust Preferred Indebtedness) outstanding on such date to (ii)
      Consolidated EBITDA for Borrower’s then most-recently ended four fiscal
      quarters, minus Earn Out Payments made during such period.




“ ***Lien*** ”
means
      any lien (statutory or other), mortgage, pledge, hypothecation, assignment,
      deposit arrangement, encumbrance or preference, priority or other security
      agreement or preferential arrangement of any kind or nature whatsoever
      (including, without limitation, the interest of a vendor or lessor under any
      conditional sale, Capitalized Lease or other title retention
      agreement).




“ ***Loan*** ”
means
      the Revolving Loan (including the portions thereof which are from time to time
      subject to a Term Conversion) or a Swing Line Loan.




“ ***Loan
      Documents*** ”
“
means
      this Agreement, the Facility LC Applications and any Revolving Notes issued
      pursuant to Section 2.14, the Collateral Documents, the Guaranty and any other
      agreement or instrument executed in connection herewith or
      therewith.




9


“ ***Material
      Adverse Effect*** ”
means
      a
      material adverse effect on (i) the business, Property, condition (financial
      or
      otherwise), results of operations of Borrower and its Subsidiaries taken as
      a
      whole, (ii) the ability of Borrower to perform its obligations under the Loan
      Documents to which it is a party, or (iii) the validity or enforceability of
      any
      of the Loan Documents or the rights or remedies of the Agent, the LC Issuer
      or
      the Lenders thereunder.




“ ***Material
      Indebtedness*** ”
means
      Indebtedness in an outstanding principal amount of $1,000,000 or more in the
      aggregate (or the equivalent thereof in any currency other than U.S. dollars).




“ ***Material
      Indebtedness Agreement*** ”
means
      any agreement under which any Material Indebtedness was created or is governed
      or which provides for the incurrence of Indebtedness in an amount which would
      constitute Material Indebtedness (whether or not an amount of Indebtedness
      constituting Material Indebtedness is outstanding thereunder).




“ ***Modify*** ”
and
      “ ***Modification*** ”
are
      defined in Section 2.20.1.




“ ***Moody’s*** ”
means
      Moody’s Investors Service, Inc.




“ ***Multiemployer
      Plan*** ”
means
      a
      Plan maintained pursuant to a collective bargaining agreement or any other
      arrangement to which Borrower or any member of the Controlled Group is a party
      to which more than one employer is obligated to make contributions.




“ ***Net
      Mark-to-Market Exposure*** ”
of
      a
      Person means, as of any date of determination, the excess (if any) of all
      unrealized losses over all unrealized profits of such Person arising from Rate
      Management Transactions. “Unrealized losses” means the fair market value of the
      cost to such Person of replacing such Rate Management Transaction as of the
      date
      of determination (assuming the Rate Management Transaction were to be terminated
      as of that date), and “unrealized profits” means the fair market value of the
      gain to such Person of replacing such Rate Management Transaction as of the
      date
      of determination (assuming such Rate Management Transaction were to be
      terminated as of that date).




“ ***Net
      Present Value of Renewals*** ”
means
      an amount equal to the product of (i) one minus the Assumed Expense Allowance,
      times (ii) the Present Value of Renewals.




“ ***Non-U.S.
      Lender*** ”
is
      defined in Section 3.5(iv).




“ ***Note”*** means
      any promissory note issued at the request of a Lender pursuant to
      Section 2.14 in the form of Exhibit E.




“ ***Notice
      of Assignment”*** is
      defined in Section 12.3.1.




“ ***Obligations*** ”
means
      all unpaid principal of and accrued and unpaid interest on the Loans, all
      Reimbursement Obligations, all accrued and unpaid fees and all expenses,
      reimbursements, indemnities and other obligations of Borrower to the Lenders
      or
      to any Lender, the Agent, the LC Issuer or any indemnified party arising under
      the Loan Documents.




“ ***Off-Balance
      Sheet Liability*** ”
of
      a
      Person means (i) any repurchase obligation or liability of such Person with
      respect to accounts or notes receivable sold by such Person, (ii) any liability
      under any Sale and Leaseback Transaction which is not a Capitalized Lease,
      (iii)
      any liability under any so-called “synthetic lease” transaction entered into by
      such Person, or (iv) any obligation arising with respect to any other
      transaction which is the functional equivalent of or takes the place of
      borrowing but which does not constitute a liability on the balance sheets of
      such Person, but excluding from this clause (iv) Operating Leases.




10


“ ***Operating
      Lease*** ”
of
      a
      Person means any lease of Property (other than a Capitalized Lease) by such
      Person as lessee which has an original term (including any required renewals
      and
      any renewals effective at the option of the lessor) of one year or
      more.




“ ***Operating
      Lease Obligations*** ”
means,
      as at any date of determination, the amount obtained by aggregating the present
      values, determined in the case of each particular Operating Lease by applying
      a
      discount rate (which discount rate shall equal the discount rate which would
      be
      applied under Agreement Accounting Principles if such Operating Lease were
      a
      Capitalized Lease) from the date on which each fixed lease payment is due under
      such Operating Lease to such date of determination, of all fixed lease payments
      due under all Operating Leases of Borrower and its Subsidiaries.




“ ***Other
      Taxes*** ”
is
      defined in Section 3.5(ii).




“ ***Outstanding
      Credit Exposure*** ”
means,
      as to any Lender at any time, the sum of (i) the aggregate principal amount
      of
      its Loans outstanding at such time, plus (ii) an amount equal to its Pro Rata
      Share of the LC Obligations at such time plus (iii) an amount equal to its
      Pro
      Rata Share of the aggregate principal amount of Swing Line Loans outstanding
      at
      such time.




“ ***Overnight
      Transaction Loan Effective Rate*** ”
means,
      as of any day, a fluctuating rate of interest per annum determined by the Agent
      as its overnight transaction loan rate for such day.




“ ***Overnight
      Transaction Loan Rate*** ”
means,
      with respect to a Swing Line Loan, a rate equal to the sum of (i) the Overnight
      Transaction Loan Effective Rate plus (ii) the Applicable Margin.




“ ***Parent”*** means
      Clark, Inc., a Delaware corporation, of which Borrower is a Wholly Owned
      Subsidiary.




“ ***Participants*** ”
is
      defined in Section 12.2.1.




“ ***Payment
      Date*** ”
means
      the first (1 st )
      day of
      each month.




“ ***PBGC*** ”
means
      the Pension Benefit Guaranty Corporation, or any successor thereto.




“ ***Permitted
      Acquisition”*** means
      (a) an Acquisition by Borrower or an Affiliate or Subsidiary of Borrower (which
      is or becomes a Guarantor hereunder) which is approved in writing by Required
      Lenders, or (b) an Acquisition by Borrower or an Affiliate of Borrower of
      companies in the same or substantially similar industry as Borrower where (i)
      the total consideration for such Acquisition is less than $20,000,000 and the
      cash portion of such total is less than $10,000,000; provided, however, if
      less
      than fifty percent (50%) of the assets purchased for such Acquisition are from
      existing in-force insurance, the total consideration for such Acquisition is
      less than $5,000,000, and (ii) financial projections for Borrower (together
      with
      the entity to be acquired) for the period following such Acquisition (verified
      by receipt by Required Lenders of information substantiating such projections,
      including, without limitation, audited financial statements [or, with the
      consent of Required Lenders, compiled financial statements certified by the
      Chief Financial Officer of Borrower] of the company acquired for the most
      recently ended fiscal year, and approval by Required Lenders of the accuracy
      of
      such information and the methodology employed in making such projections) is
      delivered to Required Lenders, indicating that such acquisition will not cause
      Borrower to be in default of any covenant contained herein.




11


“ ***Permitted
      Acquisition Indebtedness”*** means
      Indebtedness incurred by Borrower or an Affiliate of Borrower as a portion
      of
      the purchase price of a Permitted Acquisition, which Indebtedness is
      Subordinated Indebtedness and otherwise on terms and conditions satisfactory
      to
      Agent.




“ ***Permitted
      Distributions*** ”
has
      the
      meaning set forth in Section
      6.10 .




“ ***Permitted
      Employee and Producer Loans”*** means
      (i) secured advances to Borrower’s employees or producers in the aggregate not
      to exceed $1,000,000, (ii) unsecured advances to Borrower’s employees or
      producers in the aggregate not to exceed $1,000,000 and (iii) unsecured loans
      made to new employees and producers on or around their hire date, the proceeds
      of which are used to repay loans from their former employer, which loans shall
      (A) be in an aggregate amount not to exceed $9,000,000 and (B) be made prior
      to
      December 30, 2002.




“ ***Permitted
      Indebtedness”*** is
      defined in Section 6.11.




“ ***Permitted
      Purchase Money Obligations”*** means
      purchase money obligations (including capital leases) incurred in the ordinary
      course of business of Borrower which are not in excess of $750,000 outstanding
      at any one time.




“ ***Permitted
      Repurchase”*** is
      defined in Section 6.10.




“ ***Person*** ”
means
      any natural person, corporation, firm, joint venture, partnership, limited
      liability company, association, enterprise, trust or other entity or
      organization, or any government or political subdivision or any agency,
      department or instrumentality thereof.




“ ***Plan*** ”
means
      an employee pension benefit plan which is covered by Title IV of ERISA or
      subject to the minimum funding standards under Section 412 of the Code as to
      which Borrower or any member of the Controlled Group may have any
      liability.




“ ***Present
      Value of Renewals”*** means
      the net commissions and fees to be earned by Borrower (after deducting the
      amount required to be paid to the producer thereof) on renewals of existing
      policies and contracts (excluding any surrendered or lapsed policies or
      contracts and any policies or contracts for which Borrower has received notice
      of non-renewal for the 10 year period following the date of determination
      (deducting, for each year after such date, the applicable Attrition Rate [i.e.
      multiplied by one minus such applicable Attrition Rate for each such year]),
      discounted to present value at a per annum rate equal to twelve percent
      (12%).




“ ***Pricing
      Schedule*** ”
means
      the Schedule attached hereto identified as such.




“ ***Prime
      Rate*** ”
means
      a
      rate per annum equal to the prime rate of interest announced from time to time
      by JPMorgan or its parent (which is not necessarily the lowest rate charged
      to
      any customer), changing when and as said prime rate changes.




“ ***Property*** ”
of
      a
      Person means any and all property, whether real, personal, tangible, intangible,
      or mixed, of such Person, or other assets owned, leased or operated by such
      Person.




“ ***Pro
      Rata Share*** ”
means,
      with respect to a Lender, a portion equal to a fraction the numerator of which
      is such Lender’s Commitment and the denominator of which is the Aggregate
      Commitment.




“ ***Purchasers*** ”
is
      defined in Section 12.3.1.




12


“ ***Rate
      Management Obligations*** ”
of
      a
      Person means any and all obligations of such Person, whether absolute or
      contingent and howsoever and whensoever created, arising, evidenced or acquired
      (including all renewals, extensions and modifications thereof and substitutions
      therefor), under (i) any and all Rate Management Transactions, and (ii) any
      and
      all cancellations, buy backs, reversals, terminations or assignments of any
      Rate
      Management Transactions.




“ ***Rate
      Management Transaction*** ”
means
      any transaction (including an agreement with respect thereto) now existing
      or
      hereafter entered by Borrower or any subsidiary which is a rate swap, basis
      swap, forward rate transaction, commodity swap, commodity option, equity or
      equity index swap, equity or equity index option, bond option, interest rate
      option, foreign exchange transaction, cap transaction, floor transaction, collar
      transaction, forward transaction, currency swap transaction, cross-currency
      rate
      swap transaction, currency option or any other similar transaction (including
      any option with respect to any of these transactions) or any combination
      thereof, whether linked to one or more interest rates, foreign currencies,
      commodity prices, equity prices or other financial measures.




“ ***Regulation
      D*** ”
means
      Regulation D of the Board of Governors of the Federal Reserve System as from
      time to time in effect and any successor thereto or other regulation or official
      interpretation of said Board of Governors relating to reserve requirements
      applicable to member banks of the Federal Reserve System.




“ ***Regulation
      U*** ”
means
      Regulation U of the Board of Governors of the Federal Reserve System as from
      time to time in effect and any successor or other regulation or official
      interpretation of said Board of Governors relating to the extension of credit
      by
      banks for the purpose of purchasing or carrying margin stocks applicable to
      member banks of the Federal Reserve System.




“ ***Reimbursement
      Obligations*** ”
means,
      at any time, the aggregate of all obligations of Borrower then outstanding
      under
      Section 2.20 to reimburse the LC Issuer for amounts paid by the LC Issuer in
      respect of any one or more drawings under Facility LCs.




“ ***Rentals*** ”
of
      a
      Person means the aggregate fixed amounts payable by such Person under any
      Operating Lease.




“ ***Reportable
      Event*** ”
means
      a
      reportable event as defined in Section 4043 of ERISA and the regulations issued
      under such section, with respect to a Plan, excluding, however, such events
      as
      to which the PBGC has by regulation waived the requirement of Section 4043(a)
      of
      ERISA that it be notified within 30 days of the occurrence of such event, *provided,
      however,* that a
      failure to meet the minimum funding standard of Section 412 of the Code and
      of
      Section 302 of ERISA shall be a Reportable Event regardless of the issuance
      of
      any such waiver of the notice requirement in accordance with either Section
      4043(a) of ERISA or Section 412(d) of the Code.




“ ***Reports*** ”
is
      defined in Section 9.6.




“ ***Required
      Lenders*** ”
means
      Lenders in the aggregate having at least 66.67% of the Aggregate Commitment
      or,
      if the Aggregate Commitment has been terminated, Lenders in the aggregate
      holding at least 66.67% of the Aggregate Outstanding Credit
      Exposure.




“ ***Reserve
      Requirement*** ”
means,
      with respect to an Interest Period, the maximum aggregate reserve requirement
      (including all basic, supplemental, marginal and other reserves) which is
      imposed under Regulation D on Eurocurrency liabilities.




“ ***Response
      Date*** ”
is
      defined in Section 2.21.




13


“ ***Revolving
      Credit Facility”*** is
      defined in Section 2.1.1.




“ ***Revolving
      Credit Termination Balance*** ”
means
      the aggregate principal amount of Advances under the Revolving Credit Facility
      outstanding on December 31 of each year after giving effect to any Advances
      made
      or repaid by such date, less the Working Capital Sublimit.




“ ***Revolving
      Credit Termination Date*** ”
means,
      (i) with respect to each Term Conversion of a Year End Balance, December 31
      of
      such year and (ii) with respect to the entire Revolving Credit Facility,
      December 31, 2009 or any later date as may be specified as the Revolving Credit
      Termination Date in accordance with Section 2.21 or any earlier date on which
      the Aggregate Commitment is reduced to zero or otherwise terminated pursuant
      to
      the terms hereof.




“ ***Revolving
      Loan*** ”
means,
      with respect to a Lender, such Lender’s loan made pursuant to its commitment to
      lend set forth in Section 2.1 (or any conversion or continuation
      thereof).




“ ***Revolving
      Note”*** is
      defined in Section 2.14.




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




“ ***Sale
      and Leaseback Transaction*** ”
means
      any sale or other transfer of Property by any Person with the intent to lease
      such Property as lessee.




“ ***Schedule*** ”
refers
      to a specific schedule to this Agreement, unless another document is
      specifically referenced.




“ ***Section*** ”
means
      a
      numbered section of this Agreement, unless another document is specifically
      referenced.




“ ***Secured
      Obligations*** ”
means,
      collectively, (i) the Obligations and (ii) all Rate Management Obligations
      owing
      to one or more Lenders.




“ ***Single
      Employer Plan*** ”
means
      a
      Plan maintained by Borrower or any member of the Controlled Group for employees
      of Borrower or any member of the Controlled Group.




“ ***Stated
      Rate*** ”
is
      defined in Section 2.23.




“ ***Subordinated
      Indebtedness*** ”
means
      Indebtedness of a Person which (i) is expressly subordinate to the Loans, (ii)
      is designated by such Person in a certificate delivered to the Agent as
“Subordinated Debt” at the time of the incurrence of such Indebtedness (or in
      the case of Indebtedness existing on the date hereof in a certificate delivered
      to the Agent on the date hereof), and (iii) is approved in writing by Required
      Lenders as “Subordinated Debt”.




“ ***Subsidiary*** ”
of
      a
      Person means (i) any corporation more than 50% of the outstanding securities
      having ordinary voting power of which shall at the time be owned or controlled,
      directly or indirectly, by such Person or by one or more of its Subsidiaries
      or
      by such Person and one or more of its Subsidiaries, or (ii) any partnership,
      limited liability company, association, joint venture or similar business
      organization more than 50% of the ownership interests having ordinary voting
      power of which shall at the time be so owned or controlled. Unless otherwise
      expressly provided, all references herein to a “Subsidiary” shall mean a
      Subsidiary of Borrower and a Subsidiary of Parent. For purposes of this
      Agreement, in no event will any Excluded Entities be considered Subsidiaries
      of
      Borrower or Parent, nor will the results of operations (including, without
      limitation, revenue, expenses or indebtedness) of such Excluded Entities be
      included in the calculation of Borrower’s consolidated financial
      results.




14


“ ***Substantial
      Portion*** ”
means,
      with respect to the Property of Borrower and its Subsidiaries, Property which
      represents more than 15% of the consolidated assets of Borrower and its
      Subsidiaries or property which is responsible for more than 15% of the
      consolidated net sales or of the consolidated net income of Borrower and its
      Subsidiaries, in each case, as would be shown in the consolidated financial
      statements of Borrower and its Subsidiaries as at the beginning of the
      twelve-month period ending with the month in which such determination is made
      (or if financial statements have not been delivered hereunder for that month
      which begins the twelve-month period, then the financial statements delivered
      hereunder for the quarter ending immediately prior to that month).




“ ***Swing
      Line Borrowing Notice*** ”
is
      defined in Section 2.5.2.




“ ***Swing
      Line Commitment*** ”
means
      the obligation of the Swing Line Lender to make Swing Line Loans up to a maximum
      principal amount of $7,500,000 at any one time outstanding.




“ ***Swing
      Line Lender*** ”
means
      JPMorgan or such other Lender which may succeed to its rights and obligations
      as
      Swing Line Lender pursuant to the terms of this Agreement.




“ ***Swing
      Line Loan*** ”
means
      a
      Loan made available to the Borrower by the Swing Line Lender pursuant to Section
      2.5 bearing interest at the Overnight Transaction Loan Rate.




“ ***Taxes*** ”
means
      any and all present or future taxes, duties, levies, imposts, deductions,
      charges or withholdings, and any and all liabilities with respect to the
      foregoing, but *excluding* Excluded
      Taxes and Other Taxes.




“ ***Term
      Conversion”*** is
      defined in Section 2.1.1.




“ ***Transferee*** ”
is
      defined in Section 12.4.




“ ***Trust
      Preferred Indebtedness*** ”
means
      the Subordinated Indebtedness created pursuant to the documents listed on
      Schedule 3 and identified as such on Borrower’s consolidated balance sheet
      prepared in accordance with Agreement Accounting Principles.




“ ***Type*** ”
means,
      with respect to any Advance, its nature as a Floating Rate Advance, a Eurodollar
      Advance or a Swing Line Loan and with respect to any Loan, its nature as a
      Floating Rate Loan, a Eurodollar Loan or a Swing Line Loan.




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




“ ***Unmatured
      Default*** ”
means
      an event which but for the lapse of time or the giving of notice, or both,
      would
      constitute a Default.




“ ***Wholly-Owned
      Subsidiary*** ”
of
      a
      Person means (i) any Subsidiary all of the outstanding voting securities of
      which shall at the time be owned or controlled, directly or indirectly, by
      such
      Person or one or more Wholly-Owned Subsidiaries of such Person, or by such
      Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any
      partnership, limited liability company, association, joint venture or similar
      business organization 100% of the ownership interests having ordinary voting
      power of which shall at the time be so owned or controlled.




15


“ ***Working
      Capital Sublimit”*** means
      $30,000,000.




“ ***Year
      End Balance”*** is
      defined in Section 2.1.1.




The
      foregoing definitions shall be equally applicable to both the singular and
      plural forms of the defined terms.




**ARTICLE
      II**






**THE
      CREDITS**




2.1.  Commitments .




2.1.1  Revolving
      Credit Facility .
      From
      and including the date of this Agreement and prior to the Revolving Credit
      Termination Date, each Lender severally agrees, on the terms and conditions
      set
      forth in this Agreement, (i) to make revolving Loans to Borrower from time
      to time and (ii) participate in Facility LCs issued upon the request of
      Borrower (the “ ***Revolving
      Credit Facility”*** ),
      provided that, after giving effect to the making of each such Loan and the
      issuance of each such Facility LC, such Lender’s Outstanding Credit Exposure
      shall not exceed its Commitment. Subject to the terms of this Agreement,
      Borrower may borrow, repay and reborrow under the Revolving Credit Facility
      at
      any time prior to the Revolving Credit Termination Date. Commencing on
      December 31, 2007, and continuing on December 31 of each year until the
      Revolving Credit Termination Date, the Revolving Credit Termination Balance
      on
      such date (the “ ***Year
      End Balance”*** )
      shall
      convert (a “ ***Term
      Conversion”*** )
      to a
      term loan, to be repaid as provided in Section 2.2. Each Lender’s
      Commitment to lend under the Revolving Credit Facility shall (A) be reduced
      by its Pro Rata Share of the term loans resulting from each Term Conversion
      and
      (B) expire on the Revolving Credit Termination Date. Principal payments
      made (I) on such Year End Balances and (II) after the Revolving Credit
      Termination Date, may not be reborrowed. The Working Capital Sublimit of the
      Revolving Credit Facility may be used for working capital and general corporate
      purposes. The portion of the Revolving Credit Facility other than the Working
      Capital Sublimit shall be used solely for (x) the purchase of assets used in
      the
      ordinary course or Borrower’s business and (y) Permitted Acquisitions. The
      Revolving Credit Facility may also be used for Permitted Distributions. The
      LC
      Issuer will issue Facility LCs hereunder on the terms and conditions set forth
      in Section 2.19.




2.1.2  Reserved .




2.1.3  Accordion .
      Lenders
      hereby approve an increase in the permitted maximum amount of the Revolving
      Credit Facility to $120,000,000, based on new commitments from existing Lenders
      or new Lenders in accordance with the terms of this Agreement (without implying
      any obligation of any Lender to increase the amount of its Commitment
      hereunder). The ability to obtain increased Commitments shall terminate on
      December 31, 2007, and the permitted maximum amount of the Revolving Credit
      Facility following such date shall be the Aggregate Commitments on such
      date.




2.2.  Required
      Payments; Termination .
      The
      Aggregate Outstanding Credit Exposure and all other unpaid Obligations shall
      be
      paid in full by Borrower on the Facility Termination Date.




16







2.2.1  Year
      End Balances .
      Commencing on the last day of March following each Term Conversion, and
      continuing on the last day of each June, September, December and March
      thereafter until paid in full, Borrower shall make a principal payment (in
      addition to the interest payments required by Section 2.16) on the Year End
      Balances to Agent for the account of each Lender in an amount equal to the
      Year
      End Balance of such Term Conversion, divided by twenty (20).




2.2.2  Reserved .




2.2.3  Other
      Mandatory Principal Payments .
      In
      addition to the principal payments provided for above in Section 2.2.1,
      Borrower shall make a payment to Agent for the account of each Lender in an
      amount equal to (i) the amount by which (A) the balance of the Revolving Credit
      Facility at any time outstanding exceeds (B) the Borrowing Base, and
      (ii) 100% of the net cash proceeds (i.e. gross cash proceeds less ordinary
      and reasonable closing costs) of (X) the sale of any material asset, including
      but not limited to the sale of accounts receivable or renewals, (Y) the issuance
      of other Indebtedness other than Permitted Indebtedness (without implying the
      Lenders’ consent to any such Indebtedness except as specifically provided
      herein), and (Z) the issuance of any equity securities by Borrower, Parent
      or
      any Subsidiary of Borrower or Parent (whether public or private, registered
      or
      unregistered). Except as set forth below, any mandatory prepayment under this
      Section 2.2.3 shall be applied first to any
      then existing portion of the Revolving Credit Facility which is the subject
      of a
      Term Conversion, and second to the
      remainder of the Revolving Credit Facility, in each instance in the inverse
      order of maturity.




2.2.4  Revolving
      Credit Facility .
      On the
      Revolving Credit Termination Date which relates to the entire Revolving Credit
      Facility, Borrower shall pay to Agent for the account of each Lender, the
      outstanding balance of the Working Capital Sublimit of the Revolving Credit
      Facility, together with any accrued but unpaid interest, and any unpaid fees
      and
      expenses relating thereto.




Any
      outstanding Advances and all other unpaid Obligations shall be paid in full
      by
      Borrower on the Facility Termination Date.




2.3.  Ratable
      Loans .
      Each
      Advance hereunder (other than any Swing Line Loan) shall consist of Revolving
      Loans made from the several Lenders ratably according to their Pro Rata
      Shares.




2.4.  Types
      of Advances .
      The
      Advances (other than Swing Line Loans) may be Floating Rate Advances or
      Eurodollar Advances, or a combination thereof, selected by Borrower in
      accordance with Sections 2.9 and 2.10.




2.5.  Swing
      Line Loans .




2.5.1  Amount
      of Swing Line Loans .
      Upon
      the satisfaction of the conditions precedent set forth in Section 4.2 and,
      if
      such Swing Line Loan is to be made on the date of the initial Advance hereunder,
      the satisfaction of the conditions precedent set forth in Section 4.1 as well,
      from and including the date of this Agreement and prior to the Revolving Credit
      Termination Date, the Swing Line Lender agrees, on the terms and conditions
      set
      forth in this Agreement, to make Swing Line Loans to the Borrower from time
      to
      time in an aggregate principal amount not to exceed the Swing Line Commitment,
      provided that the Aggregate Outstanding Credit Exposure will not at any time
      exceed the Aggregate Commitment, and provided further that at no time shall
      the
      sum of (i) the Swing Line Lender’s Pro Rata Share of the Swing Line Loans, plus
      (ii) the outstanding Revolving Loans made by the Swing Line Lender pursuant
      to
      Section 2.1, exceed the Swing Line Lender’s Commitment at such time. Subject to
      the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing
      Line Loans at any time prior to the Revolving Credit Termination
      Date.




17







2.5.2  Borrowing
      Notice .
      The
      Borrower shall deliver to the Agent and the Swing Line Lender irrevocable notice
      (a “ ***Swing
      Line Borrowing Notice*** ”)
      not
      later than noon (Chicago time) on the Borrowing Date of each Swing Line Loan,
      specifying (i) the applicable Borrowing Date (which date shall be a Business
      Day), and (ii) the aggregate amount of the requested Swing Line Loan which
      shall
      be an amount not less than $100,000. The Swing Line Loans shall bear interest
      at
      the Overnight Transaction Loan Rate.




2.5.3  Making
      of Swing Line Loans .
      Not
      later than 2:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing
      Line Lender shall make available the Swing Line Loan, in funds immediately
      available in Chicago, to the Agent at its address specified pursuant to Article
      XIII. The Agent will promptly make the funds so received from the Swing Line
      Lender available to the Borrower on the Borrowing Date at the Agent’s aforesaid
      address.




2.5.4  Repayment
      of Swing Line Loans .
      Swing
      Line Lender may at any time in its sole discretion with respect to any
      outstanding Swing Line Loan, require each Lender (including the Swing Line
      Lender) to make a Revolving Loan in the amount of such Lender’s Pro Rata Share
      of such Swing Line Loan (including, without limitation, any interest accrued
      and
      unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later
      than noon (Chicago time) on the date of any notice received pursuant to this
      Section 2.5.4, each Lender shall make available its required Revolving Loan,
      in
      funds immediately available in Chicago to the Agent at its address specified
      pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4
      shall initially be Floating Rate Loans and thereafter may be continued as
      Floating Rate Loans or converted into Eurodollar Loans in the manner provided
      in
      Section 2.10 and subject to the other conditions and limitations set forth
      in
      this Article II. Unless a Lender shall have notified the Swing Line Lender,
      prior to its making any Swing Line Loan, that any applicable condition precedent
      set forth in Sections 4.1 and 4.2 had not then been satisfied, such Lender’s
      obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay
      Swing
      Line Loans shall be unconditional, continuing, irrevocable and absolute and
      shall not be affected by any circumstances, including, without limitation,
      (a)
      any set-off, counterclaim, recoupment, defense or other right which such Lender
      may have against the Agent, the Swing Line Lender or any other Person, (b)
      the
      occurrence or continuance of a Default or Unmatured Default, (c) any adverse
      change in the condition (financial or otherwise) of the Borrower, or (d) any
      other circumstances, happening or event whatsoever. In the event that any Lender
      fails to make payment to the Agent of any amount due under this Section 2.5.4,
      the Agent shall be entitled to receive, retain and apply against such obligation
      the principal and interest otherwise payable to such Lender hereunder until
      the
      Agent receives such payment from such Lender or such obligation is otherwise
      fully satisfied. In addition to the foregoing, if for any reason any Lender
      fails to make payment to the Agent of any amount due under this Section 2.5.4,
      such Lender shall be deemed, at the option of the Agent, to have unconditionally
      and irrevocably purchased from the Swing Line Lender, without recourse or
      warranty, an undivided interest and participation in the applicable Swing Line
      Loan in the amount of such Revolving Loan, and such interest and participation
      may be recovered from such Lender together with interest thereon at the Federal
      Funds Effective Rate for each day during the period commencing on the date
      of
      demand and ending on the date such amount is received. On the Revolving Credit
      Termination Date, the Borrower shall repay in full the outstanding principal
      balance of the Swing Line Loans.




2.6.  Fees;
      Reductions in Aggregate Commitment .




18







2.6.1  Facility
      Fee .
      Borrower agrees to pay to the Agent for the account of each Lender a facility
      fee in an amount set forth on the attached “Facility Fee Schedule” as reasonable
      compensation to the Lenders for making the Credit Extensions available to the
      Borrower, payable on the date of the closing of this Agreement.




2.6.2  Commitment
      Fee .
      Borrower agrees to pay to the Agent for the account of each Lender a commitment
      fee at a per annum rate equal to the Applicable Fee Rate on the daily unused
      portion of such Lender’s Pro Rata Share of the maximum amount of the Revolving
      Credit Facility from the date hereof to and including the Revolving Credit
      Termination Date, payable at the end of each calendar quarter hereafter and
      on
      the Revolving Credit Termination Date. Swing Line Loans shall not count as
      usage
      of any Lender’s Commitment for purposes of calculating the commitment fee due
      hereunder.




2.6.3  Reductions
      in Aggregate Commitment .
      Borrower may permanently reduce the Aggregate Commitment (which shall also
      result in a reduction in the commitment fee provided for in the first sentence
      of this Section) in whole, or in part ratably among the Lenders in integral
      multiples of $1,000,000, upon at least three Business Days’ written notice to
      the Agent, which notice shall specify the amount of any such reduction,
      provided, however, that the amount of the Aggregate Commitment may not be
      reduced below the aggregate principal amount of the outstanding Advances. All
      accrued commitment fees shall be payable on the effective date of any
      termination of the obligations of the Lenders to make Loans
      hereunder.




2.7.  Minimum
      Amount of Each Advance .
      Each
      Eurodollar Advance and each Floating Rate Advance (other than an Advance to
      repay Swing Line Loans) shall be in the minimum amount of $1,000,000 (and in
      multiples of $100,000 if in excess thereof), *provided,
      however,* that any
      Floating Rate Advance may be in the amount of the unused Aggregate
      Commitment.




2.8.  Optional
      Principal Payments .
      Borrower may from time to time pay, without penalty or premium, all outstanding
      Floating Rate Advances, or, in a minimum aggregate amount of $1,000,000 or
      any
      integral multiple of $100,000 in excess thereof, any portion of the outstanding
      Floating Rate Advances. Borrower may at any time pay, without penalty or
      premium, all outstanding Swing Line Loans, or in a minimum amount of $100,000
      and increments of $50,000 in excess thereof, any portion of the outstanding
      Swing Line Loans, with notice to Agent and the Swing Line Lender by 11:00 A.M.
      (Chicago time) on the date of repayment. Borrower may from time to time pay,
      subject to the payment of any funding indemnification amounts required by
      Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances,
      or, in a minimum aggregate amount of $1,000,000 or any integral multiple of
      $100,000 in excess thereof, any portion of the outstanding Eurodollar Advances
      upon two Business Days’ prior notice to the Agent. Prior to the occurrence of an
      Unmatured Default, principal payments shall be applied to the Loans as
      determined by Borrower; after the occurrence of an Unmatured Default, principal
      payments shall be applied to the Loans as determined by Required Lenders. In any
      event, principal installments applied to the portion of the Revolving Credit
      Facility which is the subject of a Term Conversion shall be applied in the
      inverse order of maturity.




2.9.  Method
      of Selecting Types and Interest Periods for New Advances .
      Borrower shall select the Type of Advance and, in the case of each Eurodollar
      Advance, the Interest Period applicable thereto from time to time. Borrower
      shall give the Agent irrevocable notice (a “ ***Borrowing
      Notice*** ”)
      not
      later than 11:00 a.m. (Chicago time) on the Borrowing Date of each Floating
      Rate
      Advance and each Swing Line Loan and two Business Days before the Borrowing
      Date
      for each Eurodollar Advance, specifying:




19







(i)  the
      Borrowing Date, which shall be a Business Day, of such Advance,




(ii)  the
      aggregate amount of such Advance,




(iii)  the
      Type
      of Advance selected, and




(iv)  in
      the
      case of each Eurodollar Advance, the Interest Period applicable
      thereto.




Not
      later
      than noon (Chicago time) on each Borrowing Date, each Lender shall make
      available its Loan or Loans in funds immediately available in Chicago to the
      Agent at its address specified pursuant to Article XIII. The Agent will make
      the
      funds so received from the Lenders available to Borrower at the Agent’s
      aforesaid address. Borrower shall be entitled to no more than seven (7)
      Eurodollar Loans outstanding at any one time.




2.10.  Conversion
      and Continuation of Outstanding Advances .
      Floating Rate Advances shall continue as Floating Rate Advances unless and
      until
      such Floating Rate Advances are converted into Eurodollar Advances pursuant
      to
      this Section 2.10 or are repaid in accordance with Section 2.8. Each Eurodollar
      Advance shall continue as a Eurodollar Advance until the end of the then
      applicable Interest Period therefor, at which time such Eurodollar Advance
      shall
      be automatically converted into a Floating Rate Advance unless (x) such
      Eurodollar Advance is or was repaid in accordance with Section 2.8 or (y)
      Borrower shall have given the Agent a Conversion/Continuation Notice (as defined
      below) requesting that, at the end of such Interest Period, such Eurodollar
      Advance continue as a Eurodollar Advance for the same or another Interest
      Period. Subject to the terms of Section 2.7, Borrower may elect from time to
      time to convert all or any part of a Floating Rate Advance into a Eurodollar
      Advance. Borrower shall give the Agent irrevocable notice (a “ ***Conversion/Continuation
      Notice*** ”)
      of
      each conversion of a Floating Rate Advance into a Eurodollar Advance or
      continuation of a Eurodollar Advance not later than 10:00 a.m. (Chicago time)
      at
      least three Business Days prior to the date of the requested conversion or
      continuation, specifying:




(i)  the
      requested date, which shall be a Business Day, of such conversion or
      continuation,




(ii)  the
      aggregate amount and Type of the Advance which is to be converted or continued,
      and




(iii)  the
      amount of such Advance which is to be converted into or continued as a
      Eurodollar Advance and the duration of the Interest Period applicable
      thereto.




2.11.  Changes
      in Interest Rate, etc. Each
      Floating Rate Advance shall bear interest on the outstanding principal amount
      thereof, for each day from and including the date such Advance is made or is
      automatically converted from a Eurodollar Advance into a Floating Rate Advance
      pursuant to Section 2.10, to but excluding the date it is paid or is converted
      into a Eurodollar Advance pursuant to Section 2.10 hereof, at a rate per annum
      equal to the Floating Rate for such day. Each Swing Line Loan shall bear
      interest on the outstanding principal amount thereof, for each day from and
      including the day such Swing Line Loan is made to but excluding the date it
      is
      paid, at a rate per annum equal to the Overnight Transaction Loan Rate for
      such
      day. Changes in the rate of interest on that portion of any Advance maintained
      as a Floating Rate Advance will take effect simultaneously with each change
      in
      the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the
      outstanding principal amount thereof from and including the first day of the
      Interest Period applicable thereto to (but not including) the last day of such
      Interest Period at the interest rate determined by the Agent as applicable
      to
      such Eurodollar Advance based upon Borrower’s selections under Sections 2.9 and
      2.10 and otherwise in accordance with the terms hereof. No Interest Period
      may
      end after the Facility Termination Date.




20







2.12.  Rates
      Applicable After Default .
      Notwithstanding anything to the contrary contained in Section 2.9, 2.10 or
      2.11,
      during the continuance of a Default or Unmatured Default the Required Lenders
      may, at their option, by notice to Borrower (which notice may be revoked at
      the
      option of the Required Lenders notwithstanding any provision of Section 8.2
      requiring unanimous consent of the Lenders to changes in interest rates),
      declare that no Advance may be made as, converted into or continued as a
      Eurodollar Advance. During the continuance of a Default the Required Lenders
      may, at their option, by notice to Borrower (which notice may be revoked at
      the
      option of the Required Lenders notwithstanding any provision of Section 8.2
      requiring unanimous consent of the Lenders to changes in interest rates),
      declare that (i) each Eurodollar Advance shall bear interest for the remainder
      of the applicable Interest Period at the rate otherwise applicable to such
      Interest Period plus 2% per annum, (ii) each Floating Rate Advance shall bear
      interest at a rate per annum equal to the Floating Rate in effect from time
      to
      time plus 2% per annum and (iii) the LC Fee shall be increased by 2% per annum,
      provided that, during the continuance of a Default under Section 7.1 (f) or
      (g),
      the interest rates set forth in clauses (i) and (ii) above and the increase
      in
      the LC Fee set forth in clause (iii) above shall be applicable to all Credit
      Extensions without any election or action on the part of the Agent or any
      Lender.




2.13.  Method
      of Payment .
      All
      payments of the Obligations hereunder shall be made, without setoff, deduction,
      or counterclaim, in immediately available funds to the Agent at the Agent’s
      address specified pursuant to Article XIII, or at any other Lending Installation
      of the Agent specified in writing by the Agent to Borrower, by noon (local
      time)
      on the date when due and shall (except in the case of Reimbursement Obligations
      for which the LC Issuer has not been fully indemnified by the Lenders, or as
      otherwise specifically required hereunder) be applied ratably by the Agent
      among
      the Lenders. Each payment delivered to the Agent for the account of any Lender
      shall be delivered promptly by the Agent to such Lender in the same type of
      funds that the Agent received at its address specified pursuant to Article
      XIII
      or at any Lending Installation specified in a notice received by the Agent
      from
      such Lender. The Agent is hereby authorized to charge the account of Borrower
      maintained with JPMorgan for each payment of principal, interest, Reimbursement
      Obligations and fees as it becomes due hereunder. Each reference to the Agent
      in
      this Section 2.13 shall also be deemed to refer, and shall apply equally, to
      the
      LC Issuer, in the case of payments required to be made by Borrower to the LC
      Issuer pursuant to Section 2.20.6.




2.14.  Noteless
      Agreement; Evidence of Indebtedness .
      (i)
      Each Lender shall maintain in accordance with its usual practice an account
      or
      accounts evidencing the indebtedness of Borrower to such Lender resulting from
      each Loan made by such Lender from time to time, including the amounts of
      principal and interest payable and paid to such Lender from time to time
      hereunder.




(ii)
      The
      Agent shall also maintain accounts in which it will record (a) the amount of
      each Loan made hereunder, the Type thereof and the Interest Period with respect
      thereto, (b) the amount of any principal or interest due and payable or to
      become due and payable from Borrower to each Lender hereunder, (c) the original
      stated amount of each Facility LC and the amount of LC Obligations outstanding
      at any time, and (d) the amount of any sum received by the Agent hereunder
      from
      Borrower and each Lender’s share thereof.




(iii)
      The
      entries maintained in the accounts maintained pursuant to paragraphs (i) and
      (ii) above shall be *prima
      facie* evidence
      of the existence and amounts of the Obligations therein recorded *;
      provided, however* ,
      that
      the failure of the Agent or any Lender to maintain such accounts or any error
      therein shall not in any manner affect the obligation of Borrower to repay
      the
      Obligations in accordance with their terms.




21


(iv)
      Reserved.




(v)
      Any
      Lender may request that its Loans under the Revolving Credit Facility be
      evidenced by a promissory note, or in the case of Swing Line Lender, promissory
      notes representing its Revolving Loans and Swing Line Loans, respectively (a
      “ ***Revolving
      Note*** ”).
      In
      such event, Borrower shall prepare, execute and deliver to such Lender a
      Revolving Note payable to the order of such Lender in the form attached hereto
      as Exhibit E (with appropriate changes for notes evidencing Swing Line Loans).
      Thereafter, the Loans evidenced by such Revolving Note and interest thereon
      shall at all times (including after any assignment pursuant to
      Section 12.3) be represented by one or more Revolving Notes payable to the
      order of the payee named therein or any assignee pursuant to Section 12.3,
      except to the extent that any such Lender or assignee subsequently returns
      any
      such Revolving Note for cancellation and requests that such Loans once again
      be
      evidenced as described in paragraphs (i) and (ii) above.




2.15.  Telephonic
      Notices .
      Borrower hereby authorizes the Lenders and the Agent to extend, convert or
      continue Advances, effect selections of Types of Advances and to transfer funds
      based on telephonic notices made by any person or persons the Agent or any
      Lender in good faith believes to be acting on behalf of Borrower, it being
      understood that the foregoing authorization is specifically intended to allow
      Borrowing Notices and Conversion/Continuation Notices to be given
      telephonically. Borrower agrees to deliver promptly to the Agent a written
      confirmation, if such confirmation is requested by the Agent or any Lender,
      of
      each telephonic notice signed by an Authorized Officer. If the written
      confirmation differs in any material respect from the action taken by the Agent
      and the Lenders, the records of the Agent and the Lenders shall govern absent
      manifest error.




2.16.  Interest
      Payment Dates; Interest and Fee Basis .
      Interest accrued on each Floating Rate Advance shall be payable on each Payment
      Date, commencing with the first such date to occur after the date hereof and
      at
      maturity. Interest accrued on each Eurodollar Advance shall be payable on the
      last day of its applicable Interest Period, on any date on which the Eurodollar
      Advance is prepaid, whether by acceleration or otherwise, and at maturity.
      Interest accrued on each Eurodollar Advance having an Interest Period longer
      than three months shall also be payable on the last day of each three-month
      interval during such Interest Period. Interest, commitment fees and LC Fees
      shall be calculated for actual days elapsed on the basis of a 360-day year.
      Interest shall be payable for the day an Advance is made but not for the day
      of
      any payment on the amount paid if payment is received prior to noon (local
      time)
      at the place of payment. If any payment of principal of or interest on an
      Advance shall become due on a day which is not a Business Day, such payment
      shall be made on the next succeeding Business Day and, in the case of a
      principal payment, such extension of time shall be included in computing
      interest in connection with such payment.




2.17.  Notification
      of Advances, Interest Rates, Prepayments and Commitment
      Reductions .
      Promptly after receipt thereof, the Agent will notify each Lender of the
      contents of each Aggregate Commitment reduction notice, Borrowing Notice, Swing
      Line Borrowing Notice, Conversion/Continuation Notice, and repayment notice
      received by it hereunder. Promptly after notice from the LC Issuer, the Agent
      will notify each Lender of the contents of each request for issuance of a
      Facility LC hereunder. The Agent will notify each Lender of the interest rate
      applicable to each Eurodollar Advance promptly upon determination of such
      interest rate and will give each Lender prompt notice of each change in the
      Alternate Base Rate.




2.18.  Lending
      Installations .
      Each
      Lender may book its Loans and its participation in any LC Obligations and the
      LC
      Issuer may book the Facility LCs at any Lending Installation selected by such
      Lender or the LC Issuer, as the case may be, and may change its Lending
      Installation from time to time. All terms of this Agreement shall apply to
      any
      such Lending Installation and the Loans, Facility LCs, participations in LC
      Obligations and any Notes issued hereunder shall be deemed held by each Lender
      or the LC Issuer, as the case may be, for the benefit of any such Lending
      Installation. Each Lender and the LC Issuer may, by written notice to the Agent
      and Borrower in accordance with Article XIII, designate replacement or
      additional Lending Installations through which Loans will be made by it or
      Facility LCs will be issued by it and for whose account Loan payments or
      payments with respect to Facility LCs are to be made.




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2.19.  Non-Receipt
      of Funds by the Agent .
      Unless
      Borrower or a Lender, as the case may be, notifies the Agent prior to the date
      on which it is scheduled to make payment to the Agent of (i) in the case of
      a
      Lender, the proceeds of a Loan or (ii) in the case of Borrower, a payment of
      principal, interest or fees to the Agent for the account of the Lenders, that
      it
      does not intend to make such payment, the Agent may assume that such payment
      has
      been made. The Agent may, but shall not be obligated to, make the amount of
      such
      payment available to the intended recipient in reliance upon such assumption.
      If
      such Lender or Borrower, as the case may be, has not in fact made such payment
      to the Agent, the recipient of such payment shall, on demand by the Agent,
      repay
      to the Agent the amount so made available together with interest thereon in
      respect of each day during the period commencing on the date such amount was
      so
      made available by the Agent until the date the Agent recovers such amount at
      a
      rate per annum equal to (x) in the case of payment by a Lender, the Federal
      Funds Effective Rate for such day for the first three days and, thereafter,
      the
      interest rate applicable to the relevant Loan or (y) in the case of payment
      by
      Borrower, the interest rate applicable to the relevant Loan.




2.20.  Facility
      LCs .




2.20.1  Issuance .
      The LC
      Issuer hereby agrees, on the terms and conditions set forth in this Agreement,
      to issue standby and commercial letters of credit (each, a “ ***Facility
      LC*** ”)
      and to
      renew, extend, increase, decrease or otherwise modify each Facility LC
      (“ ***Modify*** ,”
and
      each such action a “ ***Modification*** ”),
      from
      time to time from and including the date of this Agreement and prior to the
      Facility Termination Date upon the request of Borrower; *provided* that
      immediately after each such Facility LC is issued or Modified, (i) the aggregate
      amount of the outstanding LC Obligations shall not exceed $5,000,000 and (ii)
      the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate
      Commitment. No Facility LC shall have an expiry date later than the earlier
      of
      (x) the fifth Business Day prior to the Revolving Credit Termination Date and
      (y) one year after its issuance.




2.20.2  Participations .
      Upon
      the issuance or Modification by the LC Issuer of a Facility LC in accordance
      with this Section 2.20, the LC Issuer shall be deemed, without further action
      by
      any party hereto, to have unconditionally and irrevocably sold to each Lender,
      and each Lender shall be deemed, without further action by any party hereto,
      to
      have unconditionally and irrevocably purchased from the LC Issuer, a
      participation in such Facility LC (and each Modification thereof) and the
      related LC Obligations in proportion to its Pro Rata Share.




2.20.3  Notice .
      Subject
      to Section 2.20.1, Borrower shall give the LC Issuer notice prior to 11:00
      a.m.
      (Chicago time) at least three Business Days prior to the proposed date of
      issuance or Modification of each Facility LC, specifying the beneficiary, the
      proposed date of issuance (or Modification) and the expiry date of such Facility
      LC, and describing the proposed terms of such Facility LC and the nature of
      the
      transactions proposed to be supported thereby. Upon receipt of such notice,
      the
      LC Issuer shall promptly notify the Agent, and the Agent shall promptly notify
      each Lender, of the contents thereof and of the amount of such Lender’s
      participation in such proposed Facility LC. The issuance or Modification by
      the
      LC Issuer of any Facility LC shall, in addition to the conditions precedent
      set
      forth in Article IV (the satisfaction of which the LC Issuer shall have no
      duty
      to ascertain), be subject to the conditions precedent that such Facility LC
      shall be satisfactory to the LC Issuer and that Borrower shall have executed
      and
      delivered such application agreement and/or such other instruments and
      agreements relating to such Facility LC as the LC Issuer shall have reasonably
      requested (each, a “ ***Facility
      LC Application*** ”).
      In
      the event of any conflict between the terms of this Agreement and the terms
      of
      any Facility LC Application, the terms of this Agreement shall
      control.




23







2.20.4  LC
      Fees .
      Borrower shall pay to the Agent, for the account of the Lenders ratably in
      accordance with their respective Pro Rata Shares, (i) with respect to each
      standby Facility LC, a letter of credit fee at a per annum rate equal to the
      Applicable Margin for Eurodollar Loans in effect from time to time on the
      average daily undrawn stated amount under such standby Facility LC, such fee
      to
      be payable in arrears on each Payment Date, and (ii) with respect to each
      commercial Facility LC, a one-time letter of credit fee in an amount equal
      to
      1/8% of the initial stated amount (or, with respect to a Modification of any
      such commercial Facility LC which increases the stated amount thereof, such
      increase in the stated amount) thereof, such fee to be payable on the date
      of
      such issuance or increase (each such fee described in this sentence an
“ ***LC
      Fee*** ”).
      Borrower shall also pay to the LC Issuer for its own account (x) at the time
      of
      issuance of each Facility LC, a fronting fee in an amount to be agreed upon
      between the LC Issuer and Borrower, and (y) documentary and processing charges
      in connection with the issuance or Modification of and draws under Facility
      LCs
      in accordance with the LC Issuer’s standard schedule for such charges as in
      effect from time to time.




2.20.5  Administration;
      Reimbursement by Lenders .
      Upon
      receipt from the beneficiary of any Facility LC of any demand for payment under
      such Facility LC, the LC Issuer shall notify the Agent and the Agent shall
      promptly notify Borrower and each other Lender as to the amount to be paid
      by
      the LC Issuer as a result of such demand and the proposed payment date (the
      “ ***LC
      Payment Date*** ”).
      The
      responsibility of the LC Issuer to Borrower and each Lender shall be only to
      determine that the documents (including each demand for payment) delivered
      under
      each Facility LC in connection with such presentment shall be in conformity
      in
      all material respects with such Facility LC. The LC Issuer shall endeavor to
      exercise the same care in the issuance and administration of the Facility LCs
      as
      it does with respect to letters of credit in which no participations are
      granted, it being understood that in the absence of any gross negligence or
      willful misconduct by the LC Issuer, each Lender shall be unconditionally and
      irrevocably liable without regard to the occurrence of any Default or any
      condition precedent whatsoever, to reimburse the LC Issuer on demand for (i)
      such Lender’s Pro Rata Share of the amount of each payment made by the LC Issuer
      under each Facility LC to the extent such amount is not reimbursed by Borrower
      pursuant to Section 2.20.6 below, plus (ii) interest on the foregoing amount
      to
      be reimbursed by such Lender, for each day from the date of the LC Issuer’s
      demand for such reimbursement (or, if such demand is made after 11:00 a.m.
      (Chicago time) on such date, from the next succeeding Business Day) to the
      date
      on which such Lender pays the amount to be reimbursed by it, at a rate of
      interest per annum equal to the Federal Funds Effective Rate for the first
      three
      days and, thereafter, at a rate of interest equal to the rate applicable to
      Floating Rate Advances.




2.20.6  Reimbursement
      by Borrower .
      Borrower shall be irrevocably and unconditionally obligated to reimburse the
      LC
      Issuer on or before the applicable LC Payment Date for any amounts to be paid
      by
      the LC Issuer upon any drawing under any Facility LC, without presentment,
      demand, protest or other formalities of any kind; *provided* that
      neither Borrower nor any Lender shall hereby be precluded from asserting any
      claim for direct (but not consequential) damages suffered by Borrower or such
      Lender to the extent, but only to the extent, caused by (i) the willful
      misconduct or gross negligence of the LC Issuer in determining whether a request
      presented under any Facility LC issued by it complied with the terms of such
      Facility LC or (ii) the LC Issuer’s failure to pay under any Facility LC issued
      by it after the presentation to it of a request strictly complying with the
      terms and conditions of such Facility LC. All such amounts paid by the LC Issuer
      and remaining unpaid by Borrower shall bear interest, payable on demand, for
      each day until paid at a rate per annum equal to (x) the rate applicable to
      Floating Rate Advances for such day if such day falls on or before the
      applicable LC Payment Date and (y) the sum of 2% plus the rate applicable to
      Floating Rate Advances for such day if such day falls after such LC Payment
      Date. The LC Issuer will pay to each Lender ratably in accordance with its
      Pro
      Rata Share all amounts received by it from Borrower for application in payment,
      in whole or in part, of the Reimbursement Obligation in respect of any Facility
      LC issued by the LC Issuer, but only to the extent such Lender has made payment
      to the LC Issuer in respect of such Facility LC pursuant to Section 2.20.5.
      Subject to the terms and conditions of this Agreement (including without
      limitation the submission of a Borrowing Notice in compliance with Section
      2.8
      and the satisfaction of the applicable conditions precedent set forth in Article
      IV), Borrower may request an Advance hereunder for the purpose of satisfying
      any
      Reimbursement Obligation.




24







2.20.7  Obligations
      Absolute .
      Borrower’s obligations under this Section 2.20 shall be absolute and
      unconditional under any and all circumstances and irrespective of any setoff,
      counterclaim or defense to payment which Borrower may have or have had against
      the LC Issuer, any Lender or any beneficiary of a Facility LC. Borrower further
      agrees with the LC Issuer and the Lenders that the LC Issuer and the Lenders
      shall not be responsible for, and Borrower’s Reimbursement Obligation in respect
      of any Facility LC shall not be affected by, among other things, the validity
      or
      genuineness of documents or of any endorsements thereon, even if such documents
      should in fact prove to be in any or all respects invalid, fraudulent or forged,
      or any dispute between or among Borrower, any of its Affiliates, the beneficiary
      of any Facility LC or any financing institution or other party to whom any
      Facility LC may be transferred or any claims or defenses whatsoever of Borrower
      or of any of its Affiliates against the beneficiary of any Facility LC or any
      such transferee. The LC Issuer shall not be liable for any error, omission,
      interruption or delay in transmission, dispatch or delivery of any message
      or
      advice, however transmitted, in connection with any Facility LC. Borrower agrees
      that any action taken or omitted by the LC Issuer or any Lender under or in
      connection with each Facility LC and the related drafts and documents, if done
      without gross negligence or willful misconduct, shall be binding upon Borrower
      and shall not put the LC Issuer or any Lender under any liability to Borrower.
      Nothing in this Section 2.20.7 is intended to limit the right of Borrower to
      make a claim against the LC Issuer for damages as contemplated by the proviso
      to
      the first sentence of Section 2.20.6.




2.20.8  Actions
      of LC Issuer .
      The LC
      Issuer shall be entitled to rely, and shall be fully protected in relying,
      upon
      any Facility LC, draft, writing, resolution, notice, consent, certificate,
      affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
      statement, order or other document 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, independent accountants and other
      experts selected by the LC Issuer. The LC Issuer shall be fully justified in
      failing or refusing to take any action under this Agreement unless it shall
      first have received such advice or concurrence of the Required Lenders as it
      reasonably deems appropriate or it shall first be indemnified to its reasonable
      satisfaction by the Lenders against any and all liability and expense which
      may
      be incurred by it by reason of taking or continuing to take any such action.
      Notwithstanding any other provision of this Section 2.20, the LC Issuer shall
      in
      all cases be fully protected in acting, or in refraining from acting, under
      this
      Agreement in accordance with a request of the Required Lenders, and such request
      and any action taken or failure to act pursuant thereto shall be binding upon
      the Lenders and any future holders of a participation in any Facility
      LC.




25







2.20.9  Indemnification .
      Borrower hereby agrees to indemnify and hold harmless each Lender, the LC Issuer
      and the Agent, and their respective directors, officers, agents and employees
      from and against any and all claims and damages, losses, liabilities, costs
      or
      expenses which such Lender, the LC Issuer or the Agent may incur (or which
      may
      be claimed against such Lender, the LC Issuer or the Agent by any Person
      whatsoever) by reason of or in connection with the issuance, execution and
      delivery or transfer of or payment or failure to pay under any Facility LC
      or
      any actual or proposed use of any Facility LC, including, without limitation,
      any claims, damages, losses, liabilities, costs or expenses which the LC Issuer
      may incur by reason of or in connection with (i) the failure of any other
      Lender to fulfill or comply with its obligations to the LC Issuer hereunder
      (but
      nothing herein contained shall affect any rights Borrower may have against
      any
      defaulting Lender) or (ii) by reason of or on account of the LC Issuer
      issuing any Facility LC which specifies that the term “Beneficiary” included
      therein includes any successor by operation of law of the named Beneficiary,
      but
      which Facility LC does not require that any drawing by any such successor
      Beneficiary be accompanied by a copy of a legal document, satisfactory to the
      LC
      Issuer, evidencing the appointment of such successor Beneficiary; *provided* that
      Borrower shall not be required to indemnify any Lender, the LC Issuer or the
      Agent for any claims, damages, losses, liabilities, costs or expenses to the
      extent, but only to the extent, caused by (x) the willful misconduct or gross
      negligence of the LC Issuer in determining whether a request presented under
      any
      Facility LC complied with the terms of such Facility LC or (y) the LC Issuer’s
      failure to pay under any Facility LC after the presentation to it of a request
      strictly complying with the terms and conditions of such Facility LC. Nothing
      in
      this Section 2.20.9 is intended to limit the obligations of Borrower under
      any
      other provision of this Agreement.




2.20.10  Lenders’
      Indemnification Each
      Lender shall, ratably in accordance with its Pro Rata Share, indemnify the
      LC
      Issuer, its affiliates and their respective directors, officers, agents and
      employees (to the extent not reimbursed by Borrower) against any cost, expense
      (including reasonable counsel fees and disbursements), claim, demand, action,
      loss or liability (except such as result from such indemnitees’ gross negligence
      or willful misconduct or the LC Issuer’s failure to pay under any Facility LC
      after the presentation to it of a request strictly complying with the terms
      and
      conditions of the Facility LC) that such indemnitees may suffer or incur in
      connection with this Section 2.20 or any action taken or omitted by such
      indemnitees hereunder.




2.20.11  Facility
      LC Collateral Account .
      Borrower agrees that it will, upon the request of the Agent or the Required
      Lenders and until the final expiration date of any Facility LC and thereafter
      as
      long as any amount is payable to the LC Issuer or the Lenders in respect of
      any
      Facility LC, maintain a special collateral account pursuant to arrangements
      satisfactory to the Agent (the “ ***Facility
      LC Collateral Account*** ”)
      at the
      Agent’s office at the address specified pursuant to Article XIII, in the name of
      such Borrower but under the sole dominion and control of the Agent, for the
      benefit of the Lenders and in which such Borrower shall have no interest other
      than as set forth in Section 8.1. Borrower hereby pledges, assigns and grants
      to
      the Agent, on behalf of and for the ratable benefit of the Lenders and the
      LC
      Issuer, a security interest in all of Borrower’s right, title and interest in
      and to all funds which may from time to time be on deposit in the Facility
      LC
      Collateral Account to secure the prompt and complete payment and performance
      of
      the Obligations. The Agent will invest any funds on deposit from time to time
      in
      the Facility LC Collateral Account in certificates of deposit of JPMorgan having
      a maturity not exceeding 30 days. Nothing in this Section 2.20.11 shall either
      obligate the Agent to require Borrower to deposit any funds in the Facility
      LC
      Collateral Account or limit the right of the Agent to release any funds held
      in
      the Facility LC Collateral Account in each case other than as required by
      Section 8.1.




26







2.20.12  Rights
      as a Lender .
      In its
      capacity as a Lender, the LC Issuer shall have the same rights and obligations
      as any other Lender.




2.21.  Extension
      of Revolving Credit Termination Date .
      Borrower may request an extension of the Revolving Credit Termination Date
      by
      submitting a request for an extension to the Agent (an “ ***Extension
      Request*** ”)
      no
      more than 60 days prior to the Revolving Credit Termination Date. The Extension
      Request must specify the new Revolving Credit Termination Date requested by
      Borrower and the date (which must be at least 30 days after the Extension
      Request is delivered to the Agent) as of which the Lenders must respond to
      the
      Extension Request (the “ ***Response
      Date*** ”).
      The
      new Revolving Credit Termination Date shall be no more than 364 days after
      the
      Revolving Credit Termination Date in effect at the time the Extension Request
      is
      received, including the Revolving Credit Termination Date as one of the days
      in
      the calculation of the days elapsed. Promptly upon receipt of an Extension
      Request, the Agent shall notify each Lender of the contents thereof and shall
      request each Lender to approve the Extension Request. Each Lender approving
      the
      Extension Request shall deliver its written consent no later than the Response
      Date. If the consent of each of the Lenders is received by the Agent, the
      Revolving Credit Termination Date specified in the Extension Request shall
      become effective on the existing Revolving Credit Termination Date and the
      Agent
      shall promptly notify Borrower and each Lender of the new Revolving Credit
      Termination Date.




2.22.  Replacement
      of Lender .
      If
      Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional
      payment to any Lender or if any Lender’s obligation to make or continue, or to
      convert Floating Rate Advances into, Eurodollar Advances shall be suspended
      pursuant to Section 3.3 (any Lender so affected an “ ***Affected
      Lender*** ”),
      Borrower may elect, if such amounts continue to be charged or such suspension
      is
      still effective, to replace such Affected Lender as a Lender party to this
      Agreement, *provided* that no
      Default or Unmatured Default shall have occurred and be continuing at the time
      of such replacement, and *provided
      further* that,
      concurrently with such replacement, (i) another bank or other entity which
      is
      reasonably satisfactory to Borrower and the Agent shall agree, as of such date,
      to purchase for cash the Advances and other Obligations due to the Affected
      Lender pursuant to an assignment substantially in the form of Exhibit C and
      to
      become a Lender for all purposes under this Agreement and to assume all
      obligations of the Affected Lender to be terminated as of such date and to
      comply with the requirements of Section 12.3 applicable to assignments, and
      (ii)
      Borrower shall pay to such Affected Lender in same day funds on the day of
      such
      replacement (A) all interest, fees and other amounts then accrued but unpaid
      to
      such Affected Lender by Borrower hereunder to and including the date of
      termination, including without limitation payments due to such Affected Lender
      under Sections 3.1, 3.2 and 3.5, and (B) an amount, if any, equal to the payment
      which would have been due to such Lender on the day of such replacement under
      Section 3.4 had the Loans of such Affected Lender been prepaid on such date
      rather than sold to the replacement Lender.




2.23.  Limitation
      of Interest .
      Borrower, the Agent and the Lenders intend to strictly comply with all
      applicable laws, including applicable usury laws. Accordingly, the provisions
      of
      this Section 2.23 shall govern and control over every other provision of this
      Agreement or any other Loan Document which conflicts or is inconsistent with
      this Section 2.23, even if such provision declares that it controls. As used
      in
      this Section 2.23, the term “interest” includes the aggregate of all charges,
      fees, benefits or other compensation which constitute interest under applicable
      law, *provided* that, to
      the maximum extent permitted by applicable law, (a) any non-principal payment
      shall be character-ized as an expense or as compensation for something other
      than the use, forbearance or detention of money and not as interest, and (b)
      all
      interest at any time contracted for, reserved, charged or received shall be
      amortized, prorated, allocated and spread, in equal parts during the full term
      of the Obligations. In no event shall Borrower or any other Person be obligated
      to pay, or any Lender have any right or privilege to reserve, receive or retain,
      (a) any interest in excess of the maximum amount of nonusurious interest
      permitted under the laws of the State of Illinois or the applicable laws (if
      any) of the United States or of any other applicable state, or (b) total
      interest in excess of the amount which such Lender could lawfully have
      contracted for, reserved, received, retained or charged had the interest been
      calculated for the full term of the Obligations at the Highest Lawful Rate.
      On
      each day, if any, that the interest rate (the “ ***Stated
      Rate*** ”)
      called
      for




27


under
      this Agreement or any other Loan Document exceeds the Highest Lawful Rate,
      the
      rate at which interest shall accrue shall automatically be fixed by operation
      of
      this sentence at the Highest Lawful Rate for that day, and shall remain fixed
      at
      the Highest Lawful Rate for each day thereafter until the total amount of
      interest accrued equals the total amount of interest which would have accrued
      if
      there were no such ceiling rate as is imposed by this sentence. Thereafter,
      interest shall accrue at the Stated Rate unless and until the Stated Rate again
      exceeds the Highest Lawful Rate when the provisions of the immediately preceding
      sentence shall again automatically operate to limit the interest accrual rate.
      The daily interest rates to be used in calculating interest at the Highest
      Lawful Rate shall be determined by dividing the applicable Highest Lawful Rate
      per annum by the number of days in the calendar year for which such calculation
      is being made. None of the terms and provisions contained in this Agreement
      or
      in any other Loan Document which directly or indirectly relate to interest
      shall
      ever be construed without reference to this Section 2.23, or be construed to
      create a contract to pay for the use, forbearance or detention of money at
      an
      interest rate in excess of the Highest Lawful Rate. If the term of any
      Obligation is shortened by reason of acceleration of maturity as a result of
      any
      Default or by any other cause, or by reason of any required or permitted
      prepayment, and if for that (or any other) reason any Lender at any time,
      including but not limited to, the stated maturity, is owed or receives (and/or
      has received) interest in excess of interest calculated at the Highest Lawful
      Rate, then and in any such event all of any such excess interest shall be
      canceled automati-cally as of the date of such acceleration, prepayment or
      other
      event which produces the excess, and, if such excess interest has been paid
      to
      such Lender, it shall be credited *pro
      tanto* against
      the then-outstanding principal balance of Borrower’s obligations to such Lender,
      effective as of the date or dates when the event occurs which causes it to
      be
      excess interest, until such excess is exhausted or all of such principal has
      been fully paid and satisfied, whichever occurs first, and any remaining balance
      of such excess shall be promptly refunded to its payor.




2.24.  Attrition
      Rate .
      On or
      before February 28 of each year, Borrower shall submit and certify to Agent
      and
      each Lender a schedule of actual persistency and attrition for its policies
      and
      contracts during the prior four (4) calendar years, which schedule shall be
      in
      substance and detail satisfactory to Agent and shall contain such back-up
      documentation as Agent shall require. Agent shall recalculate the Attrition
      Rate
      to be effective in calculating the Borrowing Base on the next March 31 and
      thereafter as the weighted average (based on dollar value of applicable policies
      and contracts) attrition, plus four percent (4%). Agent’s calculation of the
      Attrition Rate shall be conclusive absent manifest error.




**ARTICLE
      III**






**YIELD
      PROTECTION; TAXES**




3.1.  Yield
      Protection .
      If, on
      or after the date of this Agreement, the adoption of any law or any governmental
      or quasi-governmental rule, regulation, policy, guideline or directive (whether
      or not having the force of law), or any change in the interpretation or
      administration thereof by any governmental or quasi-governmental authority,
      central bank or comparable agency charged with the interpretation or
      administration thereof, or compliance by any Lender or applicable Lending
      Installation or the LC Issuer with any request or directive (whether or not
      having the force of law) of any such authority, central bank or comparable
      agency:




(i)  subjects
      any Lender or any applicable Lending Installation or the LC Issuer to any Taxes,
      or changes the basis of taxation of payments (other than with respect to
      Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar
      Loans, Facility LCs or participations therein, or




(ii)  imposes
      or increases or deems applicable any reserve, assessment, insurance charge,
      special deposit or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended by, any Lender or any applicable Lending
      Installation or the LC Issuer (other than reserves and assessments taken into
      account in determining the interest rate applicable to Eurodollar Advances),
      or




28







(iii)  imposes
      any other condition the result of which is to increase the cost to any Lender
      or
      any applicable Lending Installation or the LC Issuer of making, funding or
      maintaining its Eurodollar Loans, or of issuing or participating in Facility
      LCs, or reduces any amount receivable by any Lender or any applicable Lending
      Installation or the LC Issuer in connection with its Eurodollar Loans, Facility
      LCs or participations therein, or requires any Lender or any applicable Lending
      Installation or the LC Issuer to make any payment calculated by reference to
      the
      amount of Eurodollar Loans, Facility LCs or participations therein held or
      interest or LC Fees received by it, by an amount deemed material by such Lender
      or the LC Issuer as the case may be,




and
      the
      result of any of the foregoing is to increase the cost to such Lender or
      applicable Lending Installation or the LC Issuer, as the case may be, of making
      or maintaining its Eurodollar Loans or Commitment or of issuing or participating
      in Facility LCs or to reduce the return received by such Lender or applicable
      Lending Installation or the LC Issuer, as the case may be, in connection with
      such Eurodollar Loans, Commitment, Facility LCs or participations therein,
      then,
      within 15 days of demand by such Lender or the LC Issuer, as the case may be,
      Borrower shall pay such Lender or the LC Issuer, as the case may be, such
      additional amount or amounts as will compensate such Lender or the LC Issuer,
      as
      the case may be, for such increased cost or reduction in amount
      received.




3.2.  Changes
      in Capital Adequacy Regulations .
      If a
      Lender or the LC Issuer determines the amount of capital required or expected
      to
      be maintained by such Lender or the LC Issuer, any Lending Installation of
      such
      Lender or the LC Issuer, or any corporation controlling such Lender or the
      LC
      Issuer is increased as a result of a Change, then, within 30 days of demand
      by
      such Lender or the LC Issuer, Borrower shall pay such Lender or the LC Issuer
      the amount necessary to compensate for any shortfall in the rate of return
      on
      the portion of such increased capital which such Lender or the LC Issuer
      determines is attributable to this Agreement, its Outstanding Credit Exposure
      or
      its Commitment to make Loans and issue or participate in Facility LCs, as the
      case may be, hereunder (after taking into account such Lender’s or the LC
      Issuer’s policies as to capital adequacy). “Change” means (i) any change after
      the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any
      adoption of or change in any other law, governmental or quasi-governmental
      rule,
      regulation, policy, guideline, interpretation, or directive (whether or not
      having the force of law) after the date of this Agreement which affects the
      amount of capital required or expected to be maintained by any Lender or the
      LC
      Issuer or any Lending Installation or any corporation controlling any Lender
      or
      the LC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital
      guidelines in effect in the United States on the date of this Agreement,
      including transition rules, and (ii) the corresponding capital regulations
      promulgated by regulatory authorities outside the United States implementing
      the
      July 1988 report of the Basle Committee on Banking Regulation and Supervisory
      Practices Entitled “International Convergence of Capital Measurements and
      Capital Standards,” including transition rules, and any amendments to such
      regulations adopted prior to the date of this Agreement.




3.3.  Availability
      of Types of Advances .
      If any
      Lender determines that maintenance of its Eurodollar Loans at a suitable Lending
      Installation would violate any applicable law, rule, regulation, or directive,
      whether or not having the force of law, or if the Required Lenders determine
      that (i) deposits of a type and maturity appropriate to match fund Eurodollar
      Advances are not available or (ii) the interest rate applicable to Eurodollar
      Advances does not accurately reflect the cost of making or maintaining
      Eurodollar Advances, then the Agent shall suspend the availability of Eurodollar
      Advances and require any affected Eurodollar Advances to be repaid or converted
      to Floating Rate Advances, subject to the payment of any funding indemnification
      amounts required by Section 3.4.




29







3.4.  Funding
      Indemnification .
      If any
      payment of a Eurodollar Advance occurs on a date which is not the last day
      of
      the applicable Interest Period, whether because of acceleration, prepayment
      (other than prepayments pursuant to Section 2.2.3) or otherwise, or a Eurodollar
      Advance is not made on the date specified by Borrower for any reason other
      than
      default by the Lenders, Borrower will indemnify each Lender for any loss or
      cost
      incurred by it resulting therefrom, including, without limitation, any loss
      or
      cost in liquidating or employing deposits acquired to fund or maintain such
      Eurodollar Advance.




3.5.  Taxes .
      (i) All payments by Borrower to or for the account of any Lender, the LC
      Issuer or the Agent hereunder or under any Note or Facility LC Application
      shall
      be made free and clear of and without deduction for any and all Taxes. If
      Borrower shall be required by law to deduct any Taxes from or in respect of
      any
      sum payable hereunder to any Lender, the LC Issuer or the Agent, (a) the sum
      payable shall be increased as necessary so that after making all required
      deductions (including deductions applicable to additional sums payable under
      this Section 3.5) such Lender, the LC Issuer or the Agent (as the case may
      be)
      receives an amount equal to the sum it would have received had no such
      deductions been made, (b) Borrower shall make such deductions, (c) Borrower
      shall pay the full amount deducted to the relevant authority in accordance
      with
      applicable law and (d) Borrower shall furnish to the Agent the original copy
      of
      a receipt evidencing payment thereof within 30 days after such payment is
      made.




(ii)
      In
      addition, Borrower hereby agrees to pay any present or future stamp or
      documentary taxes and any other excise or property taxes, charges or similar
      levies which arise from any payment made hereunder or under any Note or Facility
      LC Application or from the execution or delivery of, or otherwise with respect
      to, this Agreement or any Note or Facility LC Application (“ ***Other
      Taxes*** ”).




(iii)
      Borrower hereby agrees to indemnify the Agent, the LC Issuer and each Lender
      for
      the full amount of Taxes or Other Taxes (including, without limitation, any
      Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid
      by
      the Agent, the LC Issuer or such Lender and any liability (including penalties,
      interest and expenses) arising therefrom or with respect thereto. Payments
      due
      under this indemnification shall be made within 30 days of the date the Agent,
      the LC Issuer or such Lender makes demand therefor pursuant to Section
      3.6.




(iv)
      Each
      Lender that is not incorporated under the laws of the United States of America
      or a state thereof (each a “ ***Non-U.S.
      Lender*** ”)
      agrees
      that it will, not less than ten Business Days after the date of this Agreement,
      (i) deliver to each of Borrower and the Agent two duly completed copies of
      United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in
      either case that such Lender is entitled to receive payments under this
      Agreement without deduction or withholding of any United States federal income
      taxes, and (ii) deliver to the Agent a United States Internal Revenue Form
      W-8
      or W-9, as the case may be, and certify that it is entitled to an exemption
      from
      United States backup withholding tax. Each Non-U.S. Lender further undertakes
      to
      deliver to each of Borrower and the Agent (x) renewals or additional copies
      of
      such form (or any successor form) on or before the date that such form expires
      or becomes obsolete, and (y) after the occurrence of any event requiring a
      change in the most recent forms so delivered by it, such additional forms or
      amendments thereto as may be reasonably requested by Borrower or the Agent.
      All
      forms or amendments described in the preceding sentence shall certify that
      such
      Lender is entitled to receive payments under this Agreement without deduction
      or
      withholding of any United States federal income taxes, *unless* an event
      (including without limitation any change in treaty, law or regulation) has
      occurred prior to the date on which any such delivery would otherwise be
      required which renders all such forms inapplicable or which would prevent such
      Lender from duly completing and delivering any such form or amendment with
      respect to it and such Lender advises Borrower and the Agent that it is not
      capable of receiving payments without any deduction or withholding of United
      States federal income tax.




30







(v)
      For
      any period during which a Non-U.S. Lender has failed to provide Borrower with
      an
      appropriate form pursuant to clause (iv), above (unless such failure is due
      to a
      change in treaty, law or regulation, or any change in the interpretation or
      administration thereof by any governmental authority, occurring subsequent
      to
      the date on which a form originally was required to be provided), such Non-U.S.
      Lender shall not be entitled to indemnification under this Section 3.5 with
      respect to Taxes imposed by the United States; *provided* that,
      should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced
      rate of withholding tax become subject to Taxes because of its failure to
      deliver a form required under clause (iv), above, Borrower shall take such
      steps
      as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender
      to recover such Taxes.




(vi)
      Any
      Lender that is entitled to an exemption from or reduction of withholding tax
      with respect to payments under this Agreement or any Note pursuant to the law
      of
      any relevant jurisdiction or any treaty shall deliver to Borrower (with a copy
      to the Agent), at the time or times prescribed by applicable law, such properly
      completed and executed documentation prescribed by applicable law as will permit
      such payments to be made without withholding or at a reduced rate.




(vii)
      If
      the U.S. Internal Revenue Service or any other governmental authority of the
      United States or any other country or any political subdivision thereof asserts
      a claim that the Agent did not properly withhold tax from amounts paid to or
      for
      the account of any Lender (because the appropriate form was not delivered or
      properly completed, because such Lender failed to notify the Agent of a change
      in circumstances which rendered its exemption from withholding ineffective,
      or
      for any other reason), such Lender shall indemnify the Agent fully for all
      amounts paid, directly or indirectly, by the Agent as tax, withholding therefor,
      or otherwise, including penalties and interest, and including taxes imposed
      by
      any jurisdiction on amounts payable to the Agent under this subsection, together
      with all costs and expenses related thereto (including attorneys fees and time
      charges of attorneys for the Agent, which attorneys may be employees of the
      Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive
      the payment of the Obligations and termination of this Agreement.




3.6.  Lender
      Statements; Survival of Indemnity .
      To the
      extent reasonably possible, each Lender shall designate an alternate Lending
      Installation with respect to its Eurodollar Loans to reduce any liability of
      Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
      unavailability of Eurodollar Advances under Section 3.3, so long as such
      designation is not, in the judgment of such Lender, disadvantageous to such
      Lender. Each Lender shall deliver a written statement of such Lender to Borrower
      (with a copy to the Agent) as to the amount due, if any, under Section 3.1,
      3.2,
      3.4 or 3.5. Such written statement shall set forth in reasonable detail the
      calculations upon which such Lender determined such amount and shall be final,
      conclusive and binding on Borrower in the absence of manifest error.
      Determination of amounts payable under such Sections in connection with a
      Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar
      Loan through the purchase of a deposit of the type and maturity corresponding
      to
      the deposit used as a reference in determining the Eurodollar Rate applicable
      to
      such Loan, whether in fact that is the case or not. Unless otherwise provided
      herein, the amount specified in the written statement of any Lender shall be
      payable on demand after receipt by Borrower of such written statement. The
      obligations of Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
      payment of the Obligations and termination of this Agreement.




31







**ARTICLE
      IV**






**CONDITIONS
      PRECEDENT**




4.1.  Initial
      Credit Extension .
      The
      Lenders shall not be required to make the initial Credit Extension hereunder
      unless Borrower has furnished to the Agent with sufficient copies for the
      Lenders:




(i)  Copies
      of
      the articles or certificate of incorporation of Borrower and each Guarantor,
      together with all amendments, and a certificate of good standing, each certified
      by the appropriate governmental officer in its jurisdiction of
      incorporation.




(ii)  Copies,
      certified by the Secretary or Assistant Secretary of Borrower and each
      Guarantor, of their by-laws and of their Board of Directors’ resolutions and of
      resolutions or actions of any other body authorizing the execution of the Loan
      Documents to which Borrower and each Guarantor is a party.




(iii)  An
      incumbency certificate, executed by the Secretary or Assistant Secretary of
      Borrower and each Guarantor, which shall identify by name and title and bear
      the
      signatures of the Authorized Officers and any other officers of Borrower and
      such Guarantor authorized to sign the Loan Documents to which Borrower and
      each
      Guarantor is a party, upon which certificate the Agent and the Lenders shall
      be
      entitled to rely until informed of any change in writing by Borrower or a
      Guarantor.




(iv)  A
      certificate, signed by the chief financial officer of Borrower, stating that
      on
      the initial Credit Extension Date no Default or Unmatured Default has occurred
      and is continuing.




(v)  A
      written
      opinion of Borrower’s and Guarantors’ counsel, addressed to the Lenders in
      substantially the form of Exhibit A.




(vi)  Any
      Notes
      requested by a Lender pursuant to Section 2.14 payable to the order of each
      such
      requesting Lender.




(vii)  Written
      money transfer instructions, in substantially the form of Exhibit D, addressed
      to the Agent and signed by an Authorized Officer, together with such other
      related money transfer authorizations as the Agent may have reasonably
      requested.




(viii)  The
      Collateral Documents, fully executed by all parties thereto.




(ix)  The
      insurance certificate described in Section 5.21.




(x)  Such
      other documents as any Lender or its counsel may have reasonably
      requested.




4.2.  Each
      Credit Extension .
      The
      Lenders shall not be (except as otherwise set forth in Section 2.5.4 with
      respect to Revolving Loans for the purpose of repaying Swing Line Loans)
      required to make any Credit Extension unless on the applicable Credit Extension
      Date:




(i)  There
      exists no Default or Unmatured Default.




32







(ii)  The
      representations and warranties contained in Article V are true and correct
      as of
      such Credit Extension Date except to the extent any such representation or
      warranty is stated to relate solely to an earlier date, in which case such
      representation or warranty shall have been true and correct on and as of such
      earlier date.




(iii)  All
      legal
      matters incident to the making of such Credit Extension shall be satisfactory
      to
      the Lenders and their counsel.




Each
      Borrowing Notice, Swing Line Borrowing Notice or request for issuance of a
      Facility LC, as the case may be, with respect to each such Credit Extension
      shall constitute a representation and warranty by Borrower that the conditions
      contained in Sections 4.2(i) and (ii) have been satisfied. Any Lender may
      require a duly completed compliance certificate in substantially the form of
      Exhibit B as a condition to making an a Credit Extension.




**ARTICLE
      V**






**REPRESENTATIONS
      AND WARRANTIES**




Borrower
      represents and warrants to the Lenders that:




5.1.  Existence
      and Standing .
      Each of
      Borrower, Parent and their respective Subsidiaries is a corporation, partnership
      (in the case of Subsidiaries only) or limited liability company duly and
      properly incorporated or organized, as the case may be, validly existing and
      (to
      the extent such concept applies to such entity) in good standing under the
      laws
      of its jurisdiction of incorporation or organization and has all requisite
      authority to conduct its business in each jurisdiction in which its business
      is
      conducted.




5.2.  Authorization
      and Validity .
      Borrower has the power and authority and legal right to execute and deliver
      the
      Loan Documents to which it is a party and to perform its obligations thereunder.
      The execution and delivery by Borrower of the Loan Documents to which it is
      a
      party and the performance of its obligations thereunder have been duly
      authorized by proper corporate proceedings, and the Loan Documents to which
      Borrower is a party constitute legal, valid and binding obligations of Borrower
      enforceable against Borrower in accordance with their terms, except as
      enforceability may be limited by bankruptcy, insolvency or similar laws
      affecting the enforcement of creditors’ rights generally.




5.3.  No
      Conflict; Government Consent .
      Neither
      the execution and delivery by Borrower of the Loan Documents to which it is
      a
      party, nor the consummation of the transactions therein contemplated, nor
      compliance with the provisions thereof will violate (i) any law, rule,
      regulation, order, writ, judgment, injunction, decree or award binding on
      Borrower or any of its Subsidiaries or (ii) Borrower’s or any Subsidiary’s
      articles or certificate of incorporation, partnership agreement, certificate
      of
      partnership, articles or certificate of organization, by-laws, or operating
      or
      other management agreement, as the case may be, or (iii) the provisions of
      any
      indenture, instrument or agreement to which Borrower or any of its Subsidiaries
      is a party or is subject, or by which it, or its Property, is bound, or conflict
      with or constitute a default thereunder, or result in, or require, the creation
      or imposition of any Lien in, of or on the Property of Borrower or a Subsidiary
      pursuant to the terms of any such indenture, instrument or agreement. No order,
      consent, adjudication, approval, license, authorization, or validation of,
      or
      filing, recording or registration with, or exemption by, or other action in
      respect of any governmental or public body or authority, or any subdivision
      thereof, which has not been obtained by Borrower or any of its Subsidiaries,
      is
      required to be obtained by Borrower or any of its Subsidiaries in connection
      with the execution and delivery of the Loan Documents, the borrowings under
      this
      Agreement, the payment and performance by Borrower of the Obligations or the
      legality, validity, binding effect or enforceability of any of the Loan
      Documents.




33







5.4.  Financial
      Statements .
      The
      June 30, 2006 consolidated financial statements of Parent, Borrower and their
      respective Subsidiaries heretofore delivered to the Lenders were prepared in
      accordance with generally accepted accounting principles in effect on the date
      such statements were prepared and fairly present the consolidated financial
      condition and operations of Parent, Borrower and its Subsidiaries at such date
      and the consolidated results of their operations for the period then
      ended.




5.5.  Material
      Adverse Change .
      Since
      June 30, 2006, there has been no change in the business, Property, prospects,
      condition (financial or otherwise) or results of operations of Parent, Borrower
      and their respective Subsidiaries which could reasonably be expected to have
      a
      Material Adverse Effect.




5.6.  Taxes .
      Parent,
      Borrower and their respective Subsidiaries have filed all United States federal
      tax returns and all other tax returns which are required to be filed and have
      paid all taxes due pursuant to said returns or pursuant to any assessment
      received by Parent, Borrower or any of their respective Subsidiaries, except
      such taxes, if any, as are being contested in good faith and as to which
      adequate reserves have been provided in accordance with Agreement Accounting
      Principles. The United States income tax returns of Parent, Borrower and their
      respective Subsidiaries have been filed with the Internal Revenue Service
      through the fiscal year ended December 31, 2004. No tax liens have been filed
      and no claims are being asserted with respect to any such taxes. The charges,
      accruals and reserves on the books of Parent, Borrower and their respective
      Subsidiaries in respect of any taxes or other governmental charges are adequate.
      If any of the Subsidiaries of Borrower is a limited liability company, each
      such
      limited liability company qualifies for partnership tax treatment under United
      States federal tax law.




5.7.  Litigation
      and Contingent Obligations .
      There
      is no litigation, arbitration, governmental investigation, proceeding or inquiry
      pending or, to the knowledge of any of their officers, threatened against or
      affecting Borrower or any of its Subsidiaries which could reasonably be expected
      to have a Material Adverse Effect or which seeks to prevent, enjoin or delay
      the
      making of any Credit Extensions. Other than any liability incident to any
      litigation, arbitration or proceeding which could not reasonably be expected
      to
      have a Material Adverse Effect, Borrower has no material contingent obligations
      not provided for or disclosed in the financial statements referred to in Section
      5.4.




5.8.  Subsidiaries .
      Schedule 1 contains an accurate list of all Subsidiaries of Parent and Borrower
      as of the date of this Agreement, setting forth their respective jurisdictions
      of organization and the percentage of their respective capital stock or other
      ownership interests owned by Parent, Borrower or other Subsidiaries. All of
      the
      issued and outstanding shares of capital stock or other ownership interests
      of
      such Subsidiaries have been (to the extent such concepts are relevant with
      respect to such ownership interests) duly authorized and issued and are fully
      paid and non-assessable.




5.9.  ERISA .
      The
      Unfunded Liabilities of all Single Employer Plans do not in the aggregate exceed
      $1,000,000. Neither Borrower nor any other member of the Controlled Group has
      incurred, or is reasonably expected to incur, any withdrawal liability to
      Multiemployer Plans in excess of $1,000,000 in the aggregate. Each Plan complies
      in all material respects with all applicable requirements of law and
      regulations, no Reportable Event has occurred with respect to any Plan, neither
      Borrower nor any other member of the Controlled Group has withdrawn from any
      Plan or initiated steps to do so, and no steps have been taken to reorganize
      or
      terminate any Plan.




5.10.  Accuracy
      of Information .
      No
      information, exhibit or report furnished by Borrower or any of its Subsidiaries
      to the Agent or to any Lender in connection with the negotiation of, or
      compliance with, the Loan Documents contained any material misstatement of
      fact
      or omitted to state a material fact or any fact necessary to make the statements
      contained therein not misleading.




34







5.11.  Regulation
      U .
      Margin
      stock (as defined in Regulation U) constitutes less than 25% of the value of
      those assets of Parent, Borrower and their respective Subsidiaries which are
      subject to any limitation on sale, pledge, or other restriction
      hereunder.




5.12.  Material
      Agreements .
      Neither
      Parent, Borrower nor any of their respective Subsidiaries is a party to any
      agreement or instrument or subject to any charter or other corporate restriction
      which could reasonably be expected to have a Material Adverse Effect. Neither
      Parent, Borrower nor any of their respective Subsidiaries is in default in
      the
      performance, observance or fulfillment of any of the obligations, covenants
      or
      conditions contained in (i) any agreement to which it is a party, which default
      could reasonably be expected to have a Material Adverse Effect or (ii) any
      agreement or instrument evidencing or governing Indebtedness in excess of
      $1,000,000.




5.13.  Compliance
      With Laws .
      Parent,
      Borrower and their respective Subsidiaries have complied with all applicable
      statutes, rules, regulations, orders and restrictions of any domestic or foreign
      government or any instrumentality or agency thereof having jurisdiction over
      the
      conduct of their respective businesses or the ownership of their respective
      Property except for any failure to comply with any of the foregoing which could
      not reasonably be expected to have a Material Adverse Effect.




5.14.  Ownership
      of Properties .
      Except
      as set forth on Schedule 2, on the date of this Agreement, Borrower and its
      Subsidiaries will have good title, free of all Liens other than those permitted
      by Section 6.15, to all of the Property and assets reflected in Borrower’s most
      recent consolidated financial statements provided to the Agent as owned by
      Borrower and its Subsidiaries.




5.15.  Plan
      Assets; Prohibited Transactions .
      Neither
      Parent nor Borrower is an entity deemed to hold “plan assets” within the meaning
      of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section
      3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the
      meaning of Section 4975 of the Code), neither the execution of this Agreement
      nor the making of Credit Extensions hereunder gives rise to a prohibited
      transaction within the meaning of Section 406 of ERISA or Section 4975 of the
      Code, and “benefit plan investors” (as defined in 29 C.F.R. § 2510.3-101(f)) do
      not own 25% or more of the value of any class of equity interests in
      Borrower.




5.16.  Environmental
      Matters. In the
      ordinary course of its business, the officers of Borrower consider the effect
      of
      Environmental Laws on the business of Borrower and its Subsidiaries, in the
      course of which they identify and evaluate potential risks and liabilities
      accruing to Borrower due to Environmental Laws. On the basis of this
      consideration, Borrower has concluded that Environmental Laws cannot reasonably
      be expected to have a Material Adverse Effect. Neither Borrower nor any
      Subsidiary has received any notice to the effect that its operations are not
      in
      material compliance with any of the requirements of applicable Environmental
      Laws or are the subject of any federal or state investigation evaluating whether
      any remedial action is needed to respond to a release of any toxic or hazardous
      waste or substance into the environment, which non-compliance or remedial action
      could reasonably be expected to have a Material Adverse Effect.




5.17.  Investment
      Company Act .
      Neither
      Borrower, Parent nor any of their respective Subsidiaries is an “investment
      company” or a company “controlled” by an “investment company”, within the
      meaning of the Investment Company Act of 1940, as amended.




5.18.  Public
      Utility Holding Company Act .
      Neither
      Borrower nor any Subsidiary 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, as amended.




35







5.19.  Reportable
      Transaction .
      Borrower does not intend to treat the Advances and related transactions as
      being
      a “reportable transaction” (within the meaning of Treasury Regulation Section
      1.6011-4). In the event Borrower determines to take any action inconsistent
      with
      such intention, it will promptly notify the Agent thereof.




5.20.  Subordinated
      Indebtedness .
      The
      Obligations constitute senior indebtedness which is entitled to the benefits
      of
      the subordination provisions of all outstanding Subordinated
      Indebtedness.




5.21.  Insurance .
      The
      certificate signed by the President or Chief Financial Officer of Borrower,
      that
      attests to the existence and adequacy of, and summarizes, the property and
      casualty insurance program carried by Borrower with respect to itself and its
      Subsidiaries and that has been furnished by Borrower to the Agent and the
      Lenders, is complete and accurate. This summary includes the insurer’s or
      insurers’ name(s), policy number(s), expiration date(s), amount(s) of coverage,
      type(s) of coverage, exclusion(s), and deductibles. This summary also includes
      similar information, and describes any reserves, relating to any self-insurance
      program that is in effect.




5.22.  Solvency .
      (i)
      Immediately after the consummation of the transactions to occur on the date
      hereof and immediately following the making of each Loan, if any, made on the
      date hereof and after giving effect to the application of the proceeds of such
      Loans, (a) the fair value of the assets of Borrower and its Subsidiaries on
      a
      consolidated basis, at a fair valuation, will exceed the debts and liabilities,
      subordinated, contingent or otherwise, of Borrower and its Subsidiaries on
      a
      consolidated basis; (b) the present fair saleable value of the Property of
      Borrower and its Subsidiaries on a consolidated basis will be greater than
      the
      amount that will be required to pay the probable liability of Borrower and
      its
      Subsidiaries on a consolidated basis on their debts and other liabilities,
      subordinated, contingent or otherwise, as such debts and other liabilities
      become absolute and matured; (c) Borrower and its Subsidiaries on a consolidated
      basis will be able to pay their debts and liabilities, subordinated, contingent
      or otherwise, as such debts and liabilities become absolute and matured; and
      (d)
      Borrower and its Subsidiaries on a consolidated basis will not have unreasonably
      small capital with which to conduct the businesses in which they are engaged
      as
      such businesses are now conducted and are proposed to be conducted after the
      date hereof.




(ii)  Borrower
      does not intend to, or to permit any of its Subsidiaries to, and does not
      believe that it or any of its Subsidiaries will, incur debts beyond its ability
      to pay such debts as they mature, taking into account the timing of and amounts
      of cash to be received by it or any such Subsidiary and the timing of the
      amounts of cash to be payable on or in respect of its Indebtedness or the
      Indebtedness of any such Subsidiary.




**ARTICLE
      VI**






**COVENANTS**




During
      the term of this Agreement, unless the Required Lenders shall otherwise consent
      in writing:




6.1.  Financial
      Reporting .
      Borrower will maintain, for itself and each Subsidiary, a system of accounting
      established and administered in accordance with generally accepted accounting
      principles, and furnish to the Lenders:




(i)  Within
      90
      days after the close of each of its fiscal years, an unqualified audit report
      certified by independent certified public accountants acceptable to the Lenders,
      prepared in accordance with Agreement




36


Accounting
      Principles on a consolidated basis for itself and its Subsidiaries, including
      balance sheets as of the end of such period, related profit and loss and
      reconciliation of surplus statements, and a statement of cash flows, accompanied
      by (a) any management letter prepared by said accountants, and (b) as soon
      as
      possible but in no event later than April 30 of each calendar year, effective
      as
      of September 30 of the prior calendar year, a self-prepared report, which has
      been reviewed by Ernst & Young, or such other independent certified public
      accounting firm acceptable to Agent confirming that the in force insurance
      numbers in the year end Borrowing Base compliance certificate have been reviewed
      with any discrepancies noted.




(ii)  Within
      45
      days after the close of the first three quarterly periods of each of its fiscal
      years, for itself and its Subsidiaries, consolidated unaudited balance sheets
      as
      at the close of each such period and consolidated profit and loss and
      reconciliation of surplus statements and a statement of cash flows for the
      period from the beginning of such fiscal year to the end of such quarter, all
      certified by its chief financial officer.




(iii)  Together
      with the financial statements required under Sections 6.1(i) and (ii), a
      compliance certificate in substantially the form of Exhibit B signed by an
      Authorized Officer of Borrower showing the calculations necessary to determine
      compliance with this Agreement, showing the calculation of the Borrowing Base
      and stating that no Default or Unmatured Default exists, or if any Default
      or
      Unmatured Default exists, stating the nature and status thereof.




(iv)  As
      soon
      as possible and in any event within 10 days after Borrower knows that any
      Reportable Event has occurred with respect to any Plan, a statement, signed
      by
      an Authorized Officer of Borrower, describing said Reportable Event and the
      action which Borrower proposes to take with respect thereto.




(v)  As
      soon
      as possible and in any event within 10 days after receipt by Borrower, a copy
      of
      (a) any notice or claim to the effect that Borrower or any of its Subsidiaries
      is or may be liable to any Person as a result of the release by Borrower, any
      of
      its Subsidiaries, or any other Person of any toxic or hazardous waste or
      substance into the environment, and (b) any notice alleging any violation of
      any
      federal, state or local environmental, health or safety law or regulation by
      Borrower or any of its Subsidiaries, which, in either case, could reasonably
      be
      expected to have a Material Adverse Effect.




(vi)  Promptly
      upon the furnishing thereof to the shareholders of Borrower, copies of all
      financial statements, reports and proxy statements so furnished.




(vii)  Promptly
      upon the filing thereof, copies of all registration statements and annual,
      quarterly, monthly or other regular reports which Borrower or any of its
      Subsidiaries files with the Securities and Exchange Commission.




(viii)  Such
      other information (including non-financial information) as the Agent or any
      Lender may from time to time reasonably request.




If
      any
      information which is required to be furnished to the Lenders under this Section
      6.1 is required by law or regulation to be filed with a government body on
      an
      earlier date, then the information required hereunder shall be furnished to
      the
      Lenders at such earlier date.




37







6.2.  Use
      of
      Proceeds .
      Borrower will, and will cause Parent and each Subsidiary to, use the proceeds
      of
      the Credit Extensions for the purposes set forth in Section 2.1. Borrower will
      not, nor will it permit Parent or any Subsidiary to, use any of the proceeds
      of
      the Advances to purchase or carry any “margin stock” (as defined in Regulation
      U).




6.3.  Notice
      of Default .
      Borrower will, and will cause Parent and each Subsidiary to, give prompt notice
      in writing to the Lenders of the occurrence of any Default or Unmatured Default
      and of any other development, financial or otherwise, which could reasonably
      be
      expected to have a Material Adverse Effect.




6.4.  Conduct
      of Business .
      Borrower will, and will cause Parent and each Subsidiary to, carry on and
      conduct its business in a substantially similar manner and in substantially
      similar fields of enterprise as it is presently conducted and do all things
      necessary to remain duly incorporated or organized, validly existing and (to
      the
      extent such concept applies to such entity) in good standing as a domestic
      corporation, partnership or limited liability company in its jurisdiction of
      incorporation or organization, as the case may be, and maintain all requisite
      authority to conduct its business in each jurisdiction in which its business
      is
      conducted.




6.5.  Taxes .
      Borrower will, and will cause Parent and each Subsidiary to, timely file
      complete and correct United States federal and applicable foreign, state and
      local tax returns required by law and pay when due all taxes, assessments and
      governmental charges and levies upon it or its income, profits or Property,
      except those which are being contested in good faith by appropriate proceedings
      and with respect to which adequate reserves have been set aside in accordance
      with Agreement Accounting Principles. At any time that Borrower or Parent or
      any
      of their respective Subsidiaries is organized as a limited liability company,
      each such limited liability company will qualify for partnership tax treatment
      under United States federal tax law.




6.6.  Insurance .
      Borrower will, and will cause Parent and each Subsidiary to, maintain with
      financially sound and reputable insurance companies insurance on all their
      Property in such amounts and covering such risks as is consistent with sound
      business practice, and Borrower will furnish to any Lender upon request full
      information as to the insurance carried.




6.7.  Compliance
      with Laws .
      Borrower will, and will cause Parent and each Subsidiary to, comply in all
      material respects with all laws, rules, regulations, orders, writs, judgments,
      injunctions, decrees or awards to which it may be subject including, without
      limitation, all Environmental Laws.




6.8.  Maintenance
      of Properties .
      Borrower will, and will cause Parent and each Subsidiary to, do all things
      necessary to maintain, preserve, protect and keep its Property in good repair,
      working order and condition, and make all necessary and proper repairs, renewals
      and replacements so that its business carried on in connection therewith may
      be
      properly conducted at all times.




6.9.  Inspection .
      Borrower will, and will cause Parent and each Subsidiary to, permit the Agent
      and the Lenders, by their respective representatives and agents, with reasonable
      notice, to inspect any of the Property, books and financial records of Borrower,
      Parent and each Subsidiary, to examine and make copies of the books of accounts
      and other financial records of Borrower, Parent and each Subsidiary, and to
      discuss the affairs, finances and accounts of Borrower, Parent and each
      Subsidiary with, and to be advised as to the same by, their respective officers
      at such reasonable times and intervals as the Agent or any Lender may
      designate.




6.10.  Dividends .
      Borrower will not, nor will it permit any Parent or any Subsidiary to, declare
      or pay any dividends or make any distributions on its capital stock (other
      than
      dividends payable in its own capital stock) or redeem, repurchase
      or




38


otherwise
      acquire or retire any of its capital stock at any time outstanding, except
      that
      (a) any Subsidiary may declare and pay dividends or make distributions to
      Borrower or to a Wholly-Owned Subsidiary of Parent or Borrower, (b) prior to
      the
      occurrence of a Default or Unmatured Default, Borrower or Parent may purchase,
      repurchase or retire (as applicable) capital stock of Parent pursuant to its
      Employee Stock Purchase Plan, (c) prior to the occurrence of a Default or
      Unmatured Default, Borrower or Parent may declare and pay cash dividends so
      long
      as immediately following such dividend, Borrower will continue to be in
      compliance with the financial covenants set forth in Section 6.22 hereof, and
      (d) prior to the occurrence of a Default or Unmatured Default, Borrower or
      Parent may purchase or retire capital stock in Parent so long as the aggregate
      amount repurchased or retired since the date of this Agreement is less than
      $5,000,000 (the dividends permitted by clause (c) are referred to as the
“ ***Permitted
      Distributions*** ”).




6.11.  Indebtedness .
      Borrower will not, nor will it permit Parent or any Subsidiary to, create,
      incur
      or suffer to exist any Indebtedness, except the following (collectively, the
      “ ***Permitted
      Indebtedness*** ”):




(i)  The
      Loans
      and the Reimbursement Obligations.




(ii)  Indebtedness
      existing on the date hereof and described in Schedule 2.




(iii)  Indebtedness
      arising under Rate Management Transactions related to the Loans having a Net
      Mark-to-Market Exposure not exceeding $5,000,000.




(iv)  Permitted
      Acquisition Indebtedness.




(v)  Permitted
      Purchase Money Obligations.




(vi)  Indebtedness
      described in Schedule 6.11.




(vii)  Other
      unsecured Indebtedness in an amount not to exceed $1,000,000 in the
      aggregate.




6.12.  Merger .
      Borrower will not, nor will it permit Parent or any Subsidiary to, merge or
      consolidate with or into any other Person, except that a Subsidiary may merge
      into Borrower or a Wholly-Owned Subsidiary.




6.13.  Sale
      of Assets .
      Borrower will not, nor will it permit Parent or any Subsidiary to, lease, sell
      or otherwise dispose of its Property to any other Person, except:




(i)  Sales
      of
      inventory in the ordinary course of business.




(ii)  Leases,
      sales or other dispositions of its Property that, together with all other
      Property of Borrower, Parent and their respective Subsidiaries previously
      leased, sold or disposed of (other than inventory in the ordinary course of
      business) as permitted by this Section during the twelve-month period ending
      with the month in which any such lease, sale or other disposition occurs, do
      not
      constitute a Substantial Portion of the Property of Borrower and its
      Subsidiaries.




The
      Lenders acknowledge that Borrower is obligated to pay a percentage of the
      Renewals (as defined in the Collateral Documents) to the producers of such
      Renewals pursuant to Principal Office Agreements (or similar oral arrangements)
      between Borrower and such producers.




39







6.14.  Investments
      and Acquisitions .
      (a)
      Borrower will not, nor will it permit Parent or any Subsidiary to, make or
      suffer to exist any Investments (including without limitation, loans and
      advances to, and other Investments in, Subsidiaries), or commitments therefor,
      or to create any Subsidiary or to become or remain a partner in any partnership
      or joint venture, or to make any Acquisition of any Person, except:




(i)  Cash
      Equivalent Investments.




(ii)  Existing
      Investments in Subsidiaries and other Investments in existence on the date
      hereof and described in Schedule 1.




(iii)  Other
      than during the existence of a Default, Permitted Acquisitions (where any
      Subsidiary thereby created or acquired becomes a Guarantor by signing a joinder
      to the Guaranty and signs a joinder to the Collateral Documents as more
      particularly described in subsection (v) below).




(iv)  Permitted
      Employee and Producer Loans.




(v)  Other
      than during the existence of a Default, Investments in any newly created or
      acquired Subsidiary so long as such Subsidiary (i) becomes a Guarantor by
      signing a joinder to the Guaranty and (ii) signs a joinder to the Collateral
      Documents, in each instance within ten days after it becomes active (i.e. not
      “inactive”). Borrower may establish or create Subsidiaries which are “inactive”
(as hereinafter defined) when established or created without the necessity
      of
      complying with the foregoing requirements so long as such Subsidiaries remain
      “inactive”; provided that, as soon as practicable after, but in no event later
      than ten days after, each such Subsidiary so established or created ceases
      to be
“inactive”, Borrower shall (i) cause such Subsidiary to Guaranty the Loans, (ii)
      cause such Subsidiary to join the Collateral Documents as a grantor and pledgor
      thereunder, and (iii) amend the Collateral Documents to reflect the pledge
      by
      Borrower, Parent or the appropriate Subsidiary of all of the ownership interests
      in such new Subsidiary. As used herein, an “inactive” Subsidiary shall mean any
      Subsidiary which has no assets or liabilities, other than as nominally required
      under applicable law in order for such Subsidiary to be established or created.
      “Inactive” Subsidiaries may include, without limitation, Subsidiaries formed to
      reserve a certain corporate or trade name in anticipation of business being
      done
      under that name and those formed in anticipation of an Acquisition which is
      pending.




(vi)  Other
      Investments in an amount not to exceed $5,000,000 in the aggregate.




(b)  Borrower
      will not, nor will it permit Parent or any Subsidiary to, make or suffer to
      exist any Permitted Acquisition if the total consideration for such Acquisition,
      plus the total consideration for all Acquisitions consummated during the 12
      month period preceding the effective date of such Permitted Acquisition is
      greater than $25,000,000 without the prior written consent of Required
      Lenders.




6.15.  Liens .
      (a)
      Borrower will not, nor will it permit Parent or any Subsidiary to, create,
      incur, or suffer to exist any Lien in, of or on the Property of Borrower, Parent
      or any of their respective Subsidiaries, except:




(i)  Liens
      for
      taxes, assessments or governmental charges or levies on its Property if the
      same
      shall not at the time be delinquent or thereafter can be paid without penalty,
      or are being contested in good faith and




40


by
      appropriate proceedings and for which adequate reserves in accordance with
      Agreement Accounting Principles shall have been set aside on its
      books.




(ii)  Liens
      imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other
      similar liens arising in the ordinary course of business which secure payment
      of
      obligations not more than 60 days past due or which are being contested in
      good
      faith by appropriate proceedings and for which adequate reserves shall have
      been
      set aside on its books.




(iii)  Liens
      arising out of pledges or deposits under worker’s compensation laws,
      unemployment insurance, old age pensions, or other social security or retirement
      benefits, or similar legislation.




(iv)  Utility
      easements, building restrictions and such other encumbrances or charges against
      real property as are of a nature generally existing with respect to properties
      of a similar character and which do not in any material way affect the
      marketability of the same or interfere with the use thereof in the business
      of
      Borrower or its Subsidiaries.




(v)  Liens
      existing on the date hereof and described in Schedule 2.




(vi)  Liens
      in
      favor of the Agent, for the benefit of the Lenders, granted pursuant to any
      Collateral Document.




(vii)  Liens
      securing Permitted Purchase Money Obligations.




(b)  Borrower
      shall not, and Borrower shall not permit Parent or any Subsidiary of Parent
      or
      Borrower to, enter into any agreement (excluding this Agreement or any other
      Loan Documents) prohibiting the creation or assumption of any Lien upon any
      property, revenues, or assets of such Person, whether now owned or hereafter
      acquired.




6.16.  Affiliates .
      Borrower will not, and will not permit Parent or any Subsidiary to, enter into
      any transaction (including, without limitation, the purchase or sale of any
      Property or service) with, or make any payment or transfer to, any Affiliate
      except in the ordinary course of business and pursuant to the reasonable
      requirements of Borrower’s or such Subsidiary’s business and upon fair and
      reasonable terms no less favorable to Borrower or such Subsidiary than Borrower
      or such Subsidiary would obtain in a comparable arms-length
      transaction.




6.17.  Subordinated
      Indebtedness .
      Borrower will not, and will not permit any Subsidiary to, make any amendment
      or
      modification to the indenture, note or other agreement evidencing or governing
      any Subordinated Indebtedness, or directly or indirectly voluntarily prepay,
      defease or in substance defease, purchase, redeem, retire or otherwise acquire,
      any Subordinated Indebtedness.




6.18.  Sale
      of Accounts .
      Borrower will not, nor will it permit any Subsidiary to, sell or otherwise
      dispose of any notes receivable or accounts receivable, with or without
      recourse.




6.19.  Sale
      and Leaseback Transactions and other Off-Balance Sheet
      Liabilities .
      Borrower will not, nor will it permit Parent or any Subsidiary to, enter into
      or
      suffer to exist any (i) Sale and Leaseback Transaction, other than Permitted
      Indebtedness, or (ii) any other transaction pursuant to which it incurs or
      has
      incurred Off-Balance Sheet Liabilities, except for (a) Rate Management
      Obligations permitted to be incurred under the terms of Section and (b)
      Permitted Indebtedness.




41







6.20.  Contingent
      Obligations .
      Borrower will not, nor will it permit Parent or any Subsidiary to, make or
      suffer to exist any Contingent Obligation (including, without limitation, any
      Contingent Obligation with respect to the obligations of a Subsidiary), except
      (i) by endorsement of instruments for deposit or collection in the ordinary
      course of business, and (ii) for the Reimbursement Obligations.




6.21.  Letters
      of Credit .
      Borrower will not, nor will it permit any Subsidiary to, apply for or become
      liable upon or in respect of any Letter of Credit other than Facility
      LCs.




6.22.  Financial
      Covenants .




6.22.1  Fixed
      Charge Coverage Ratio .
      Borrower will not permit the ratio, determined as of the end of each of its
      fiscal quarters for the then most-recently ended four fiscal quarters, of (i)
      Consolidated EBITDA, *minus* Consolidated Capital Expenditures, *minus* taxes
      paid during such period, *minus* Earn Out
      Payments made during such period, *minus* Permitted Distributions made during such period to (ii) Consolidated Interest
      Expense, *plus* Consolidated Rentals, *plus* required
      payments of principal Indebtedness (including Capitalized Lease Obligations), *plus* ,
      without
      duplication of the foregoing, the Hypothetical Amortization, *plus* expense
      for taxes paid or accrued, all calculated for Borrower and its Subsidiaries
      on a
      consolidated basis, to be less than 1.15 to 1.0., through and including December
      31, 2007, 1.20 to 1.0 from January 1, 2008, through and including December
      31,
      2008 and 1.25 to 1.0 thereafter.




6.22.2  Leverage
      Ratio .
      Borrower will not permit the Leverage Ratio, determined as of the end of each
      of
      its fiscal quarters, for the then most-recently ended four fiscal quarters
      to be
      greater than 3.00 to 1.0.




6.22.3  Minimum
      Net Worth .
      Borrower will at all times maintain Consolidated Net Worth of not less than
      the
      sum of (i) $210,000,000, *plus* (ii) 75%
      of Consolidated Net Income earned in each fiscal quarter beginning with the
      quarter ending December 31, 2005 (without deduction for losses), *plus* (iii)
      100% of the net cash proceeds of any offering of equity securities after the
      date of this Agreement (whether public or private), *plus* (iv)
      100% of the shareholder equity of any entity acquired by Borrower, Parent or
      any
      of their respective Subsidiaries, *minus* (v) the
      amount (not to exceed, in the aggregate, $5,000,000) determined by Borrower
      in
      accordance with generally accepted accounting principles and approved by Agent,
      in its reasonable discretion, of impaired goodwill, including expensed
      options.




6.23.  Investment
      Company .
      The
      Borrower will cause any Subsidiary of Borrower or Parent which is an “investment
      company” or a company “controlled” by an “investment company”, within the
      meaning of the Investment Company Act of 1940, as amended (15 U.S.C.A. § 80a, et
      seq.) (the “ ***Investment
      Company Act*** ”)
      or
      which is otherwise subject to the Investment Company Act to be in compliance
      with the Investment Company Act, including, without limitation, 15 U.S.C.A.
§
80a-18(f)(1).




**ARTICLE
      VII**






**DEFAULTS**




7.1.  Defaults .
      The
      occurrence of any one or more of the following events shall constitute a
      Default:




42







(a)  Any
      representation or warranty made or deemed made by or on behalf of Borrower
      or
      any of its Subsidiaries to the Lenders or the Agent under or in connection
      with
      this Agreement, any Credit Extension, or any certificate or information
      delivered in connection with this Agreement or any other Loan Document shall
      be
      materially false on the date as of which made.




(b)  Nonpayment
      of principal of any Loan when due, nonpayment of any Reimbursement Obligation
      within one Business Day after the same becomes due, or nonpayment of interest
      upon any Loan or of any commitment fee, LC Fee or other obligations under any
      of
      the Loan Documents within five days after the same becomes due.




(c)  The
      breach by Borrower of any of the terms or provisions of Article VI, Section
      6.2,
      6.10, 6.11, 6.12, 6.13, 6.14, 6.22, or 6.23.




(d)  The
      breach by Borrower (other than a breach which constitutes a Default under
      another Section of this Article VII) of any of the terms or provisions of this
      Agreement which is not remedied within five days after written notice from
      the
      Agent or any Lender; provided, that if such breach can be cured and Borrower
      begins and is diligently pursuing a cure thereof prior to the expiration of
      the
      ten day cure period above provided, then Borrower shall not be in default
      hereunder if Borrower cures such failure within thirty days after the above
      provided written notice of such breach.




(e)  Failure
      of Borrower or any of its Subsidiaries or any Guarantor to pay when due any
      Material Indebtedness; or the default by Borrower or any of its Subsidiaries
      or
      any Guarantor in the performance (beyond the applicable grace period with
      respect thereto, if any) of any term, provision or condition contained in any
      Material Indebtedness Agreement, or any other event shall occur or condition
      exist, the effect of which default, event or condition is to cause, or to permit
      the holder(s) of such Material Indebtedness or the lender(s) under any Material
      Indebtedness Agreement to cause, such Material Indebtedness to become due prior
      to its stated maturity or any commitment to lend under any Material Indebtedness
      Agreement to be terminated prior to its stated expiration date; or any Material
      Indebtedness of Borrower or any of its Subsidiaries or any Guarantor shall
      be
      declared to be due and payable or required to be prepaid or repurchased (other
      than by a regularly scheduled payment) prior to the stated maturity thereof;
      or
      Borrower or any of its Subsidiaries or any Guarantor shall not pay, or admit
      in
      writing its inability to pay, its debts generally as they become
      due.




(f)  Borrower
      or any of its Subsidiaries or any Guarantor shall (i) have an order for relief
      entered with respect to it under the Federal bankruptcy laws as now or hereafter
      in effect, (ii) make an assignment for the benefit of creditors, (iii) apply
      for, seek, consent to, or acquiesce in, the appointment of a receiver,
      custodian, trustee, examiner, liquidator or similar official for it or any
      Substantial Portion of its Property, (iv) institute any proceeding seeking
      an
      order for relief under the Federal bankruptcy laws as now or hereafter in effect
      or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
      winding up, liquidation, reorganization, arrangement, adjustment or composition
      of it or its debts under any law relating to bankruptcy, insolvency or
      reorganization or relief of debtors or fail to file an answer or other pleading
      denying the material allegations of any such proceeding filed against it, (v)
      take any corporate or partnership action to authorize or effect any of the
      foregoing actions set forth in this Section 7.1(f) or (vi) fail to contest
      in
      good faith any appointment or proceeding described in Section
      7.1(g).




43







(g)  Without
      the application, approval or consent of Borrower or any of its Subsidiaries,
      or
      any Guarantor, a receiver, trustee, examiner, liquidator or similar official
      shall be appointed for Borrower or any of its Subsidiaries or any Guarantor
      or
      any Substantial Portion of its Property, or a proceeding described in Section
      7.1(f)(iv) shall be instituted against Borrower or any of its Subsidiaries
      or
      any Guarantor and such appointment continues undischarged or such proceeding
      continues undismissed or unstayed for a period of 60 consecutive
      days.




(h)  Any
      court, government or governmental agency shall condemn, seize or otherwise
      appropriate, or take custody or control of, all or any portion of the Property
      of Borrower and its Subsidiaries or any Guarantor which, when taken together
      with all other Property of Borrower and its Subsidiaries or any Guarantor so
      condemned, seized, appropriated, or taken custody or control of, during the
      twelve-month period ending with the month in which any such action occurs,
      constitutes a Substantial Portion.




(i)  Borrower,
      Parent or any of their Subsidiaries shall fail within 30 days to pay, bond
      or
      otherwise discharge one or more (i) final judgments or orders for the payment
      of
      money in excess of $1,000,000 (or the equivalent thereof in currencies other
      than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders
      which, individually or in the aggregate, could reasonably be expected to have
      a
      Material Adverse Effect, which judgment(s), in any such case, is/are not stayed
      on appeal or otherwise being appropriately contested in good faith.




(j)  The
      Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate
      $1,000,000 or any Reportable Event shall occur in connection with any
      Plan.




(k)  Nonpayment
      by Borrower, Parent or any Subsidiary of any Rate Management Obligation when
      due
      or the breach by Borrower or any Subsidiary of any term, provision or condition
      contained in any Rate Management Transaction or any transaction of the type
      described in the definition of “Rate Management Transactions,” whether or not
      any Lender or Affiliate of a Lender is a party thereto.




(l)  Any
      Change in Control shall occur.




(m)  Borrower
      or any other member of the Controlled Group shall have been notified by the
      sponsor of a Multiemployer Plan that it has incurred withdrawal liability to
      such Multiemployer Plan in an amount which, when aggregated with all other
      amounts required to be paid to Multiemployer Plans by Borrower or any other
      member of the Controlled Group as withdrawal liability (determined as of the
      date of such notification), exceeds $1,000,000 or requires payments exceeding
      $250,000 per annum.




(n)  Borrower
      or any other member of the Controlled Group shall have been notified by the
      sponsor of a Multiemployer Plan that such Multiemployer Plan is in
      reorganization or is being terminated, within the meaning of Title IV of ERISA,
      if as a result of such reorganization or termination the aggregate annual
      contributions of Borrower and the other members of the Controlled Group (taken
      as a whole) to all Multiemployer Plans which are then in reorganization or
      being
      terminated have been or will be increased over the amounts contributed to such
      Multiemployer Plans for the respective plan years of each such Multiemployer
      Plan immediately preceding the plan year in which the reorganization or
      termination occurs by an amount exceeding $1,000,000.




44







(o)  Borrower,
      Parent or any of their Subsidiaries shall (i) be the subject of any proceeding
      or investigation pertaining to the release by Borrower, any of its Subsidiaries
      or any other Person of any toxic or hazardous waste or substance into the
      environment, or (ii) violate any Environmental Law, which, in the case of an
      event described in clause (i) or clause (ii), could reasonably be expected
      to
      have a Material Adverse Effect.




(p)  The
      occurrence of any “default”, as defined in any Loan Document (other than this
      Agreement) or the breach of any of the terms or provisions of any Loan Document
      (other than this Agreement), which default or breach continues beyond any period
      of grace therein provided.




(q)  Any
      Guaranty shall fail to remain in full force or effect or any action shall be
      taken to discontinue or to assert the invalidity or unenforceability of any
      Guaranty, or any Guarantor shall fail to comply with any of the terms or
      provisions of any Guaranty to which it is a party, or any Guarantor shall deny
      that it has any further liability under any Guaranty to which it is a party,
      or
      shall give notice to such effect.




(r)  Any
      Collateral Document shall for any reason fail to create a valid and perfected
      first priority security interest in any collateral purported to be covered
      thereby, except as permitted by the terms of any Collateral Document, or any
      Collateral Document shall fail to remain in full force or effect or any action
      shall be taken to discontinue or to assert the invalidity or unenforceability
      of
      any Collateral Document, or Borrower shall fail to comply with any of the terms
      or provisions of any Collateral Document.




(s)  The
      representations and warranties set forth in Section 5.15 (Plan Assets;
      Prohibited Transactions) shall at any time not be true and correct.




(t)  Borrower,
      Parent or any Subsidiary shall fail to pay when due (i) any Operating Lease
      Obligation, obligation under a Sale and Leaseback Transaction or Contingent
      Obligation where the total amount of such Operating Lease Obligation, Sale
      and
      Leaseback Transaction or Contingent Obligation is in excess of $1,000,000,
      or
      (ii) any obligation with respect to a Letter of Credit.




**ARTICLE
      VIII**






**ACCELERATION,
      WAIVERS, AMENDMENTS AND REMEDIES**




8.1.  Acceleration;
      Facility LC Collateral Account .
      (i) If
      any Default described in Section 7.1(f) or (g) occurs with respect to Borrower,
      the obligations of the Lenders to make Loans hereunder and the obligation and
      power of the LC Issuer to issue Facility LCs shall automatically terminate
      and
      the Obligations shall immediately become due and payable without any election
      or
      action on the part of the Agent, the LC Issuer or any Lender and Borrower will
      be and become thereby unconditionally obligated, without any further notice,
      act
      or demand, to pay to the Agent an amount in immediately available funds, which
      funds shall be held in the Facility LC Collateral Account, equal to the
      difference of (x) the amount of LC Obligations at such time, less (y) the amount
      on deposit in the Facility LC Collateral Account at such time which is free
      and
      clear of all rights and claims of third parties and has not been applied against
      the Obligations (such difference, the “ ***Collateral
      Shortfall Amount*** ”).
      If
      any other Default occurs, the Required Lenders (or the Agent with the consent
      of
      the Required Lenders) may (a) terminate or suspend the obligations of the
      Lenders to make Loans hereunder and the obligation and power of the LC Issuer
      to
      issue Facility LCs, or declare the Obligations to be due and payable, or both,
      whereupon the Obligations shall become immediately due and payable, without
      presentment, demand, protest or notice of any kind, all of which Borrower hereby
      expressly waives, and (b) upon notice to Borrower and in addition to the
      continuing right to demand payment of all amounts payable under this Agreement,
      make demand on Borrower to pay, and Borrower will, forthwith upon such demand
      and without any further notice or act, pay to the Agent the Collateral Shortfall
      Amount, which funds shall be deposited in the Facility LC Collateral
      Account.




45







(ii)
      If
      at any time while any Default is continuing, the Agent determines that the
      Collateral Shortfall Amount at such time is greater than zero, the Agent may
      make demand on Borrower to pay, and Borrower will, forthwith upon such demand
      and without any further notice or act, pay to the Agent the Collateral Shortfall
      Amount, which funds shall be deposited in the Facility LC Collateral
      Account.




(iii)
      The
      Agent may at any time or from time to time after funds are deposited in the
      Facility LC Collateral Account, apply such funds to the payment of the
      Obligations and any other amounts as shall from time to time have become due
      and
      payable by Borrower to the Lenders or the LC Issuer under the Loan
      Documents.




(iv)
      At
      any time while any Default is continuing, neither Borrower nor any Person
      claiming on behalf of or through Borrower shall have any right to withdraw
      any
      of the funds held in the Facility LC Collateral Account. After all of the
      Obligations have been indefeasibly paid in full and the Aggregate Commitment
      has
      been terminated, any funds remaining in the Facility LC Collateral Account
      shall
      be returned by the Agent to Borrower or paid to whomever may be legally entitled
      thereto at such time.




(v)
      If,
      within 30 days after acceleration of the maturity of the Obligations or
      termination of the obligations of the Lenders to make Loans and the obligation
      and power of the LC Issuer to issue Facility LCs hereunder as a result of any
      Default (other than any Default as described in Section 7.1(f) or (g) with
      respect to Borrower) and before any judgment or decree for the payment of the
      Obligations due shall have been obtained or entered, the Required Lenders (in
      their sole discretion) shall so direct, the Agent shall, by notice to Borrower,
      rescind and annul such acceleration and/or termination.




8.2.  Amendments .
      Subject
      to the provisions of this Section 8.2, the Required Lenders (or the Agent with
      the consent in writing of the Required Lenders) and Borrower may enter into
      agreements supplemental hereto for the purpose of adding or modifying any
      provisions to the Loan Documents or changing in any manner the rights of the
      Lenders or Borrower hereunder or waiving any Default hereunder; *provided,
      however,* that no
      such supplemental agreement shall, without the consent of all of the
      Lenders:




(i)  Extend
      the final maturity of any Loan, or extend the expiry date of any Facility LC
      to
      a date after the Facility Termination Date or postpone any regularly scheduled
      payment of principal of any Loan or forgive all or any portion of the principal
      amount thereof or any Reimbursement Obligation related thereto, or reduce the
      rate or extend the time of payment of interest or fees thereon or Reimbursement
      Obligations related thereto.




(ii)  Reduce
      the percentage specified in the definition of Required Lenders.




(iii)  Extend
      the Facility Termination Date, the Revolving Termination Date, or reduce the
      amount or extend the payment date for, the mandatory payments required under
      Section 2.2, or increase the amount of the Aggregate Commitment , the Commitment
      of any Lender hereunder or the commitment to issue Facility LCs, or permit
      Borrower to assign its rights under this Agreement.




46







(iv)  Amend
      this Section 8.2.




(v)  Release
      any guarantor of any Advance or, except as provided in the Collateral Documents,
      in one transaction or series of transactions, release all or a Substantial
      Portion of the Collateral.




No
      amendment of any provision of this Agreement relating to the Agent shall be
      effective without the written consent of the Agent, and no amendment of any
      provision relating to the LC Issuer shall be effective without the written
      consent of the LC Issuer. No Amendment of any provision of this Agreement
      relating to the Swing Line Lender or any Swing Line Loans shall be effective
      without the written consent of the Swing Line Lender. The Agent may waive
      payment of the fee required under Section 12.3.3 without obtaining the consent
      of any other party to this Agreement.




8.3.  Preservation
      of Rights .
      No
      delay or omission of the Lenders, the LC Issuer or the Agent to exercise any
      right under the Loan Documents shall impair such right or be construed to be
      a
      waiver of any Default or an acquiescence therein, and the making of a Credit
      Extension notwithstanding the existence of a Default or the inability of
      Borrower to satisfy the conditions precedent to such Credit Extension shall
      not
      constitute any waiver or acquiescence. Any single or partial exercise of any
      such right shall not preclude other or further exercise thereof or the exercise
      of any other right, and no waiver, amendment or other variation of the terms,
      conditions or provisions of the Loan Documents whatsoever shall be valid unless
      in writing signed by the Lenders required pursuant to Section 8.2, and then
      only
      to the extent in such writing specifically set forth. All remedies contained
      in
      the Loan Documents or by law afforded shall be cumulative and all shall be
      available to the Agent, the LC Issuer and the Lenders until the Obligations
      have
      been paid in full.




**ARTICLE
      IX**






**GENERAL
      PROVISIONS**




9.1.  Survival
      of Representations .
      All
      representations and warranties of Borrower contained in this Agreement shall
      survive the making of the Credit Extensions herein contemplated.




9.2.  Governmental
      Regulation .
      Anything contained in this Agreement to the contrary notwithstanding, neither
      the LC Issuer nor any Lender shall be obligated to extend credit to Borrower
      in
      violation of any limitation or prohibition provided by any applicable statute
      or
      regulation.




9.3.  Headings .
      Section
      headings in the Loan Documents are for convenience of reference only, and shall
      not govern the interpretation of any of the provisions of the Loan
      Documents.




9.4.  Entire
      Agreement .
      The
      Loan Documents embody the entire agreement and understanding among Borrower,
      the
      Agent, the LC Issuer and the Lenders and supersede all prior agreements and
      understandings among Borrower, the Agent, the LC Issuer and the Lenders relating
      to the subject matter thereof other than the fee letter described in Section
      10.13, which shall survive and remain in full force and effect during the term
      of this Agreement.




9.5.  Several
      Obligations; Benefits of this Agreement .
      The
      respective obligations of the Lenders hereunder are several and not joint and
      no
      Lender shall be the partner or agent of any other (except to the extent to
      which
      the Agent is authorized to act as such). The failure of any Lender to perform
      any of its obligations hereunder shall not relieve any other Lender from any
      of
      its obligations hereunder. This Agreement shall not be construed so as to confer
      any right or benefit upon any Person other than the parties to this Agreement
      and their respective successors and assigns, *provided,
      however,* that the
      parties hereto expressly agree that the Arranger shall enjoy the benefits of
      the
      provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
      therein and shall have the right to enforce such provisions on its own behalf
      and in its own name to the same extent as if it were a party to this
      Agreement.




47







9.6.  Expenses;
      Indemnification .
      (i)
      BORROWER SHALL REIMBURSE THE AGENT AND ARRANGER FOR ANY COSTS, INTERNAL CHARGES
      AND OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS’ FEES AND TIME CHARGES OF
      ATTORNEYS FOR AGENT, WHICH ATTORNEYS MAY BE EMPLOYEES OF THE AGENT) PAID OR
      INCURRED BY AGENT OR ARRANGER IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
      EXECUTION, DELIVERY, SYNDICATION, REVIEW, AMENDMENT, MODIFICATION, AND
      ADMINISTRATION OF THE LOAN DOCUMENTS. BORROWER ALSO AGREES TO REIMBURSE AGENT,
      ARRANGER, LC ISSUER AND THE LENDERS FOR ANY COSTS, INTERNAL CHARGES AND
      OUT-OF-POCKET EXPENSES (INCLUDING ATTORNEYS’ FEES AND TIME CHARGES OF ATTORNEYS
      FOR AGENT, ARRANGER, LC ISSUER AND THE LENDERS, WHICH ATTORNEYS MAY BE EMPLOYEES
      OF AGENT, ARRANGER, LC ISSUER OR THE LENDERS) PAID OR INCURRED BY AGENT,
      ARRANGER, LC ISSUER OR ANY LENDER IN CONNECTION WITH THE COLLECTION AND
      ENFORCEMENT OF THE LOAN DOCUMENTS. EXPENSES BEING REIMBURSED BY BORROWER UNDER
      THIS SECTION INCLUDE, WITHOUT LIMITATION, COSTS AND EXPENSES INCURRED IN
      CONNECTION WITH THE REPORTS DESCRIBED IN THE FOLLOWING SENTENCE. BORROWER
      ACKNOWLEDGES THAT FROM TIME TO TIME AGENT MAY PREPARE AND MAY DISTRIBUTE TO
      THE
      LENDERS (BUT SHALL HAVE NO OBLIGATION OR DUTY TO PREPARE OR TO DISTRIBUTE TO
      THE
      LENDERS) CERTAIN AUDIT REPORTS (THE “ *REPORTS* ”)
      PERTAINING TO BORROWER’S ASSETS FOR INTERNAL USE BY AGENT FROM INFORMATION
      FURNISHED TO IT BY OR ON BEHALF OF BORROWER, AFTER AGENT HAS EXERCISED ITS
      RIGHTS OF INSPECTION PURSUANT TO THIS AGREEMENT.




(ii)
      BORROWER HEREBY FURTHER AGREES TO INDEMNIFY AGENT, ARRANGER, LC ISSUER AND
      EACH
      LENDER, ITS DIRECTORS, OFFICERS AND EMPLOYEES AGAINST ALL LOSSES, CLAIMS,
      DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
      LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT
      AGENT, ARRANGER, LC ISSUER OR ANY LENDER IS A PARTY THERETO) WHICH ANY OF THEM
      MAY PAY OR INCUR ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN
      DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE DIRECT OR INDIRECT
      APPLICATION OR PROPOSED APPLICATION OF THE PROCEEDS OF ANY CREDIT EXTENSION
      HEREUNDER EXCEPT TO THE EXTENT THAT THEY ARE DETERMINED IN A FINAL
      NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
      FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY SEEKING
      INDEMNIFICATION. THE OBLIGATIONS OF BORROWER UNDER THIS SECTION 9.6 SHALL
      SURVIVE THE TERMINATION OF THIS AGREEMENT.




9.7.  Numbers
      of Documents .
      All
      statements, notices, closing documents, and requests hereunder shall be
      furnished to the Agent with sufficient counterparts so that the Agent may
      furnish one to each of the Lenders.




9.8.  Accounting .
      Except
      as provided to the contrary herein, all accounting terms used herein shall
      be
      interpreted and all accounting determinations hereunder shall be made in
      accordance with Agreement Accounting Principles, except that any calculation
      or
      determination which is to be made on a consolidated basis shall be made for
      Borrower and all its Subsidiaries, including those Subsidiaries, if any, which
      are unconsolidated on Borrower’s audited financial statements.




48







9.9.  Severability
      of Provisions .
      Any
      provision in any Loan Document that is held to be inoperative, unenforceable,
      or
      invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,
      unenforceable, or invalid without affecting the remaining provisions in that
      jurisdiction or the operation, enforceability, or validity of that provision
      in
      any other jurisdiction, and to this end the provisions of all Loan Documents
      are
      declared to be severable.




9.10.  Nonliability
      of Lenders .
      The
      relationship between Borrower on the one hand and the Lenders, the LC Issuer
      and
      the Agent on the other hand shall be solely that of borrower and lender. Neither
      the Agent, the Arranger, the LC Issuer nor any Lender shall have any fiduciary
      responsibilities to Borrower. Neither the Agent, the Arranger, the LC Issuer
      nor
      any Lender undertakes any responsibility to Borrower to review or inform
      Borrower of any matter in connection with any phase of Borrower’s business or
      operations. Borrower agrees that neither the Agent, the Arranger, the LC Issuer
      nor any Lender shall have liability to Borrower (whether sounding in tort,
      contract or otherwise) for losses suffered by Borrower 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. Neither the Agent, the Arranger, the LC Issuer nor any
      Lender shall have any liability with respect to, and Borrower hereby waives,
      releases and agrees not to sue for, any special, indirect or consequential
      damages suffered by Borrower in connection with, arising out of, or in any
      way
      related to the Loan Documents or the transactions contemplated
      thereby.




9.11.  Confidentiality .
      Each
      Lender agrees to hold any confidential information which it may receive from
      Borrower pursuant to this Agreement in confidence, except for disclosure (i)
      to
      its Affiliates and to other Lenders and their respective Affiliates, (ii) to
      legal counsel, accountants, and other professional advisors to such Lender
      or to
      a Transferee, (iii) to regulatory officials, (iv) to any Person as requested
      pursuant to or as required by law, regulation, or legal process, (v) to any
      Person in connection with any legal proceeding to which such Lender is a party,
      (vi) to such Lender’s direct or indirect contractual counterparties in swap
      agreements or to legal counsel, accountants and other professional advisors
      to
      such counterparties, (vii) permitted by Section 12.4 and (viii) to rating
      agencies if requested or required by such agencies in connection with a rating
      relating to the Advances hereunder. Notwithstanding anything herein to the
      contrary, confidential information shall not include, and each Lender (and
      each
      employee, representative or other agent of any Lender) may disclose to any
      and
      all Persons, without limitation of any kind, the “tax treatment” and “tax
      structure” (in each case, within the meaning of Treasury Regulation Section
      1.6011-4) of the transactions contemplated hereby and all materials of any
      kind
      (including opinions or other tax analyses) that are or have been provided to
      such Lender relating to such tax treatment or tax structure; *provided* that
      with
      respect to any document or similar item that in either case contains information
      concerning such tax treatment or tax structure of the transactions contemplated
      hereby as well as other information, this sentence shall only apply to such
      portions of the document or similar item that relate to such tax treatment
      or
      tax structure.




9.12.  Nonreliance .
      Each
      Lender hereby represents that it is not relying on or looking to any margin
      stock (as defined in Regulation U of the Board of Governors of the Federal
      Reserve System) for the repayment of the Credit Extensions provided for
      herein.




9.13.  Disclosure .
      Borrower and each Lender hereby (i) acknowledge and agree that (a) one or more
      Affiliates of JPMorgan are or may become direct or indirect equity investors
      in
      Borrower or Parent, (b) JPMorgan is or may become a lender to, and agent bank
      for, Borrower or Parent, and (c) JPMorgan and/or its Affiliates from time to
      time may hold other investments in, make other loans to or have other
      relationships with Borrower or Parent, and (ii) waive any liability of JPMorgan
      or such Affiliate to Borrower or any Lender, respectively, arising out of or
      resulting from such investments, loans or relationships other than liabilities
      arising out of the gross negligence or willful misconduct of JPMorgan or its
      Affiliates.




49







**ARTICLE
      X**






**THE
      AGENT**




10.1.  Appointment;
      Nature of Relationship .
      JPMorgan Chase Bank, NA is hereby appointed by each of the Lenders as its
      contractual representative (herein referred to as the “ ***Agent*** ”)
      hereunder and under each other Loan Document, and each of the Lenders
      irrevocably authorizes the Agent to act as the contractual representative of
      such Lender with the rights and duties expressly set forth herein and in the
      other Loan Documents. The Agent agrees to act as such contractual representative
      upon the express conditions contained in this Article X. Notwithstanding the
      use
      of the defined term “Agent,” it is expressly understood and agreed that the
      Agent shall not have any fiduciary responsibilities to any Lender by reason
      of
      this Agreement or any other Loan Document and that the Agent is merely acting
      as
      the contractual representative of the Lenders with only those duties as are
      expressly set forth in this Agreement and the other Loan Documents. In its
      capacity as the Lenders’ contractual representative, the Agent (i) does not
      hereby assume any fiduciary duties to any of the Lenders, (ii) is a
“representative” of the Lenders within the meaning of the term “secured party”
as defined in the Illinois Uniform Commercial Code and (iii) is acting as an
      independent contractor, the rights and duties of which are limited to those
      expressly set forth in this Agreement and the other Loan Documents. Each of
      the
      Lenders hereby agrees to assert no claim against the Agent on any agency theory
      or any other theory of liability for breach of fiduciary duty, all of which
      claims each Lender hereby waives.




10.2.  Powers .
      The
      Agent shall have and may exercise such powers under the Loan Documents as are
      specifically delegated to the Agent by the terms of each thereof, together
      with
      such powers as are reasonably incidental thereto. The Agent shall have no
      implied duties to the Lenders, or any obligation to the Lenders to take any
      action thereunder except any action specifically provided by the Loan Documents
      to be taken by the Agent.




10.3.  General
      Immunity .
      Neither
      the Agent nor any of its directors, officers, agents or employees shall be
      liable to Borrower, the Lenders or any Lender for any action taken or omitted
      to
      be taken by it or them hereunder or under any other Loan Document or in
      connection herewith or therewith except to the extent such action or inaction
      is
      determined in a final non-appealable judgment by a court of competent
      jurisdiction to have arisen from the gross negligence or willful misconduct
      of
      such Person.




10.4.  No
      Responsibility for Loans, Recitals, etc. Neither
      the Agent nor any of its directors, officers, agents or employees shall be
      responsible for or have any duty to ascertain, inquire into, or verify (a)
      any
      statement, warranty or representation made in connection with any Loan Document
      or any borrowing hereunder; (b) the performance or observance of any of the
      covenants or agreements of any obligor under any Loan Document, including,
      without limitation, any agreement by an obligor to furnish information directly
      to each Lender; (c) the satisfaction of any condition specified in Article
      IV,
      except receipt of items required to be delivered solely to the Agent; (d) the
      existence or possible existence of any Default or Unmatured Default; (e) the
      validity, enforceability, effectiveness, sufficiency or genuineness of any
      Loan
      Document or any other instrument or writing furnished in connection therewith;
      (f) the value, sufficiency, creation, perfection or priority of any Lien in
      any
      collateral security; or (g) the financial condition of Borrower or any guarantor
      of any of the Obligations or of any of Borrower’s or any such guarantor’s
      respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders
      information that is not required to be furnished by Borrower to the Agent at
      such time, but is voluntarily furnished by Borrower to the Agent (either in
      its
      capacity as Agent or in its individual capacity).




50







10.5.  Action
      on Instructions of Lenders .
      The
      Agent shall in all cases be fully protected in acting, or in refraining from
      acting, hereunder and under any other Loan Document in accordance with written
      instructions signed by the Required Lenders (unless the consent of more than
      the
      Required Lenders is required pursuant to Section 8.2, in which case the Agent
      shall in all cases be fully protected in acting, or in refraining from acting,
      hereunder and under any other Loan Document in accordance with written
      instructions signed by the Lenders required by such Section), and such
      instructions and any action taken or failure to act pursuant thereto shall
      be
      binding on all of the Lenders. The Lenders hereby acknowledge that the Agent
      shall be under no duty to take any discretionary action permitted to be taken
      by
      it pursuant to the provisions of this Agreement or any other Loan Document
      unless it shall be requested in writing to do so by the Required Lenders. The
      Agent shall be fully justified in failing or refusing to take any action
      hereunder and under any other Loan Document unless it shall first be indemnified
      to its satisfaction by the Lenders pro rata against any and all liability,
      cost
      and expense that it may incur by reason of taking or continuing to take any
      such
      action.




10.6.  Employment
      of Agents and Counsel .
      The
      Agent may execute any of its duties as Agent hereunder and under any other
      Loan
      Document by or through employees, agents, and attorneys-in-fact and shall not
      be
      answerable to the Lenders, except as to money or securities received by it
      or
      its authorized agents, for the default or misconduct of any such agents or
      attorneys-in-fact selected by it with reasonable care. The Agent shall be
      entitled to advice of counsel concerning the contractual arrangement between
      the
      Agent and the Lenders and all matters pertaining to the Agent’s duties hereunder
      and under any other Loan Document.




10.7.  Reliance
      on Documents; Counsel .
      The
      Agent shall be entitled to rely upon any Note, notice, consent, certificate,
      affidavit, letter, telegram, statement, paper or document believed by it to
      be
      genuine and correct and to have been signed or sent by the proper person or
      persons, and, in respect to legal matters, upon the opinion of counsel selected
      by the Agent, which counsel may be employees of the Agent.




10.8.  Agent’s
      Reimbursement and Indemnification .
      The
      Lenders agree to reimburse and indemnify the Agent ratably in proportion to
      their respective Commitments (or, if the Commitments have been terminated,
      in
      proportion to their Commitments immediately prior to such termination) (i)
      for
      any amounts not reimbursed by Borrower for which the Agent is entitled to
      reimbursement by Borrower under the Loan Documents, (ii) for any other expenses
      incurred by the Agent on behalf of the Lenders, in connection with the
      preparation, execution, delivery, administration and enforcement of the Loan
      Documents (including, without limitation, for any expenses incurred by the
      Agent
      in connection with any dispute between the Agent and any Lender or between
      two
      or more of the Lenders) and (iii) for any liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      of any kind and nature whatsoever which may be imposed on, incurred by or
      asserted against the Agent in any way relating to or arising out of the Loan
      Documents or any other document delivered in connection therewith or the
      transactions contemplated thereby (including, without limitation, for any such
      amounts incurred by or asserted against the Agent in connection with any dispute
      between the Agent and any Lender or between two or more of the Lenders), or
      the
      enforcement of any of the terms of the Loan Documents or of any such other
      documents, *provided* that (i)
      no Lender shall be liable for any of the foregoing to the extent any of the
      foregoing is found in a final non-appealable judgment by a court of competent
      jurisdiction to have resulted from the gross negligence or willful misconduct
      of
      the Agent and (ii) any indemnification required pursuant to Section 3.5(vii)
      shall, notwithstanding the provisions of this Section 10.8, be paid by the
      relevant Lender in accordance with the provisions thereof. The obligations
      of
      the Lenders under this Section 10.8 shall survive payment of the Obligations
      and
      termination of this Agreement.




51







10.9.  Notice
      of Default .
      The
      Agent shall not be deemed to have knowledge or notice of the occurrence of
      any
      Default or Unmatured Default hereunder unless the Agent has received written
      notice from a Lender or Borrower referring to this Agreement describing such
      Default or Unmatured Default and stating that such notice is a “notice of
      default”. In the event that the Agent receives such a notice, the Agent shall
      give prompt notice thereof to the Lenders.




10.10.  Rights
      as a Lender .
      In the
      event the Agent is a Lender, the Agent shall have the same rights and powers
      hereunder and under any other Loan Document with respect to its Commitment
      and
      its Loans as any Lender and may exercise the same as though it were not the
      Agent, and the term “Lender” or “Lenders” shall, at any time when the Agent is a
      Lender, unless the context otherwise indicates, include the Agent in its
      individual capacity. The Agent and its Affiliates may accept deposits from,
      lend
      money to, and generally engage in any kind of trust, debt, equity or other
      transaction, in addition to those contemplated by this Agreement or any other
      Loan Document, with Borrower or any of its Subsidiaries in which Borrower or
      such Subsidiary is not restricted hereby from engaging with any other Person.
      The Agent, in its individual capacity, is not obligated to remain a
      Lender.




10.11.  Lender
      Credit Decision .
      Each
      Lender acknowledges that it has, independently and without reliance upon the
      Agent, the Arranger or any other Lender and based on the financial statements
      prepared by Borrower and such other documents and information as it has deemed
      appropriate, made its own credit analysis and decision to enter into this
      Agreement and the other Loan Documents. Each Lender also acknowledges that
      it
      will, independently and without reliance upon the Agent, the Arranger or any
      other Lender and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in taking
      or
      not taking action under this Agreement and the other Loan
      Documents.




10.12.  Successor
      Agent .
      The
      Agent may resign at any time by giving written notice thereof to the Lenders
      and
      Borrower, such resignation to be effective upon the appointment of a successor
      Agent or, if no successor Agent has been appointed, forty-five days after the
      retiring Agent gives notice of its intention to resign. The Agent may be removed
      at any time with or without cause by written notice received by the Agent from
      the Required Lenders, such removal to be effective on the date specified by
      the
      Required Lenders. Upon any such resignation or removal, the Required Lenders
      shall have the right to appoint, on behalf of Borrower and the Lenders, a
      successor Agent. If no successor Agent shall have been so appointed by the
      Required Lenders within thirty days after the resigning Agent’s giving notice of
      its intention to resign, then the resigning Agent may appoint, on behalf of
      Borrower and the Lenders, a successor Agent. Notwithstanding the previous
      sentence, the Agent may at any time without the consent of Borrower or any
      Lender, appoint any of its Affiliates which is a commercial bank as a successor
      Agent hereunder. If the Agent has resigned or been removed and no successor
      Agent has been appointed, the Lenders may perform all the duties of the Agent
      hereunder and Borrower shall make all payments in respect of the Obligations
      to
      the applicable Lender and for all other purposes shall deal directly with the
      Lenders. No successor Agent shall be deemed to be appointed hereunder until
      such
      successor Agent has accepted the appointment. Any such successor Agent shall
      be
      a commercial bank having capital and retained earnings of at least $100,000,000.
      Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
      such successor Agent shall thereupon succeed to and become vested with all
      the
      rights, powers, privileges and duties of the resigning or removed Agent. Upon
      the effectiveness of the resignation or removal of the Agent, the resigning
      or
      removed Agent shall be discharged from its duties and obligations hereunder
      and
      under the Loan Documents. After the effectiveness of the resignation or removal
      of an Agent, the provisions of this Article X shall continue in effect for
      the
      benefit of such Agent in respect of any actions taken or omitted to be taken
      by
      it while it was acting as the Agent hereunder and under the other Loan
      Documents. In the event that there is a successor to the Agent by merger, or
      the
      Agent assigns its duties and obligations to an Affiliate pursuant to this
      Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean
      the prime rate, base rate or other analogous rate of the new Agent.




52







10.13.  Agent
      and Arranger Fees .
      Borrower agrees to pay to the Agent and the Arranger, for their respective
      accounts, the fees agreed to by Borrower, the Agent and the Arranger pursuant
      to
      that certain letter agreement dated of even date herewith, or as otherwise
      agreed from time to time.




10.14.  Delegation
      to Affiliates .
      Borrower and the Lenders agree that the Agent may delegate any of its duties
      under this Agreement to any of its Affiliates. Any such Affiliate (and such
      Affiliate’s directors, officers, agents and employees) which performs duties in
      connection with this Agreement shall be entitled to the same benefits of the
      indemnification, waiver and other protective provisions to which the Agent
      is
      entitled under Articles IX and X.




10.15.  Execution
      of Collateral Documents .
      The
      Lenders hereby empower and authorize the Agent to execute and deliver to
      Borrower on their behalf the Collateral Documents and all related financing
      statements and any financing statements, agreements, documents or instruments
      as
      shall be necessary or appropriate to effect the purposes of the Collateral
      Documents.




10.16.  Collateral
      Releases .
      The
      Lenders hereby empower and authorize the Agent to execute and deliver to
      Borrower on their behalf any agreements, documents or instruments as shall
      be
      necessary or appropriate to effect any releases of Collateral which shall be
      permitted by the terms hereof or of any other Loan Document or which shall
      otherwise have been approved by the Required Lenders (or, if required by the
      terms of Section 8.2, all of the Lenders) in writing.




10.17.  Co-Agents,
      Documentation Agent, Syndication Agent, etc. Neither
      any of the Lenders identified in this Agreement as a “co-agent” nor the
      Documentation Agent or the Syndication Agent shall have any right, power,
      obligation, liability, responsibility or duty under this Agreement other than
      those applicable to all Lenders as such. Without limiting the foregoing, none
      of
      such Lenders shall have or be deemed to have a fiduciary relationship with
      any
      Lender. Each Lender hereby makes the same acknowledgments with respect to such
      Lenders as it makes with respect to the Agent in Section 10.11.




**ARTICLE
      XI**






**SETOFF;
      RATABLE PAYMENTS**




11.1.  Setoff .
      In
      addition to, and without limitation of, any rights of the Lenders under
      applicable law, if Borrower becomes insolvent, however evidenced, or any Default
      occurs, any and all deposits (including all account balances, whether
      provisional or final and whether or not collected or available) and any other
      Indebtedness at any time held or owing by any Lender or any Affiliate of any
      Lender to or for the credit or account of Borrower may be offset and applied
      toward the payment of the Obligations owing to such Lender, whether or not
      the
      Obligations, or any part thereof, shall then be due.




11.2.  Ratable
      Payments .
      If any
      Lender, whether by setoff or otherwise, has payment made to it upon its
      Outstanding Credit Exposure (other than payments received pursuant to Sections
      3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other
      Lender, such Lender agrees, promptly upon demand, to purchase a portion of
      the
      Aggregate Outstanding Credit Exposure held by the other Lenders so that after
      such purchase each Lender will hold its Pro Rata Share of the Aggregate
      Outstanding Credit Exposure. If any Lender, whether in connection with setoff
      or
      amounts which might be subject to setoff or otherwise, receives collateral
      or
      other protection for its Obligations or such amounts which may be subject to
      setoff, such Lender agrees, promptly upon demand, to take such action necessary
      such that all Lenders share in the benefits of such collateral ratably in
      proportion to their respective Pro Rata Shares of the Aggregate Outstanding
      Credit Exposure. In case any such payment is disturbed by legal process, or
      otherwise, appropriate further adjustments shall be made.




53







11.3.  Proceeds
      of Collateral .
      Lenders
      agree, among themselves, that unless otherwise agreed to by Agent and the
      Required Lenders, all monies collected or received by Agent after the occurrence
      of an Event of Default in respect of the security for the Loans, directly or
      indirectly, or by any other means shall be applied (a) to all costs of
      collection or maintenance of the Collateral, and then to either interest or
      principal of the Aggregate Outstanding Credit Exposure as recommended by Agent
      and approved by the Required Lenders (except that any amounts to be applied
      to
      interest or principal shall be distributed to Lenders based on their Pro Rata
      Shares) until the Loans are paid in full, and (b) to any Rate Management
      Obligations owed to any Lender under any Rate Management Transaction, only
      after
      payment in full of the outstanding principal and interest under the
      Loans.




**ARTICLE
      XII**






**BENEFIT
      OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS**




12.1.  Successors
      and Assigns .
      The
      terms and provisions of the Loan Documents shall be binding upon and inure
      to
      the benefit of Borrower and the Lenders and their respective successors and
      assigns permitted hereby, except that (i) Borrower shall not have the right
      to
      assign its rights or obligations under the Loan Documents without the prior
      written consent of each Lender, (ii) any assignment by any Lender must be made
      in compliance with Section 12.3, and (iii) any transfer by Participation must
      be
      made in compliance with Section 12.2. Any attempted assignment or transfer
      by
      any party not made in compliance with this Section 12.1 shall be null and void,
      unless such attempted assignment or transfer is treated as a participation
      in
      accordance with Section 12.3.3. The parties to this Agreement acknowledge that
      clause (ii) of this Section 12.1 relates only to absolute assignments and this
      Section 12.1 does not prohibit assignments creating security interests,
      including, without limitation, (x) any pledge or assignment by any Lender of
      all
      or any portion of its rights under this Agreement and any Note to a Federal
      Reserve Bank or (y) in the case of a Lender which is a Fund, any pledge or
      assignment of all or any portion of its rights under this Agreement and any
      Note
      to its trustee in support of its obligations to its trustee; *provided,
      however,* that
      no
      such pledge or assignment creating a security interest shall release the
      transferor Lender from its obligations hereunder unless and until the parties
      thereto have complied with the provisions of Section 12.3. The Agent may treat
      the Person which made any Loan or which holds any Note as the owner thereof
      for
      all purposes hereof unless and until such Person complies with Section 12.3; *provided,
      however,* that the
      Agent may in its discretion (but shall not be required to) follow instructions
      from the Person which made any Loan or which holds any Note to direct payments
      relating to such Loan or Note to another Person. Any assignee of the rights
      to
      any Loan or any Note agrees by acceptance of such assignment to be bound by
      all
      the terms and provisions of the Loan Documents. Any request, authority or
      consent of any Person, who at the time of making such request or giving such
      authority or consent is the owner of the rights to any Loan (whether or not
      a
      Note has been issued in evidence thereof), shall be conclusive and binding
      on
      any subsequent holder or assignee of the rights to such Loan.




12.2.  Participations .




12.2.1  Permitted
      Participants; Effect .
      Any
      Lender may, in the ordinary course of its business and in accordance with
      applicable law, at any time sell to one or more banks or other entities
      (“ ***Participants*** ”)
      participating interests in any Outstanding Credit Exposure of such Lender,
      any
      Note held by such Lender, any Commitment of such Lender or any other interest
      of
      such Lender under the Loan Documents (in amounts of not less than $5,000,000,
      or
      a lesser amount with the consent of Borrower). In the event of any such sale
      by
      a Lender of participating interests to a Participant, such Lender’s obligations
      under the Loan Documents shall remain unchanged, such Lender shall remain solely
      responsible to the other parties hereto for the performance of such obligations,
      such Lender shall remain the owner of its Outstanding Credit Exposure and the
      holder of any Note issued to it in evidence thereof for all purposes under
      the
      Loan Documents, all amounts payable by Borrower under this Agreement shall
      be
      determined as if such Lender had not sold such participating interests, and
      Borrower and the Agent shall continue to deal solely and directly with such
      Lender in connection with such Lender’s rights and obligations under the Loan
      Documents.




54







12.2.2  Voting
      Rights .
      Each
      Lender shall retain the sole right to approve, without the consent of any
      Participant, any amendment, modification or waiver of any provision of the
      Loan
      Documents other than any amendment, modification or waiver with respect to
      any
      Credit Extension or Commitment in which such Participant has an interest which
      forgives principal, interest or fees or reduces the interest rate or fees
      payable with respect to any such Credit Extension or Commitment, extends the
      Revolving Credit Termination Date, postpones any date fixed for any
      regularly-scheduled payment of principal of, or interest or fees on, any such
      Credit Extension or Commitment, releases any guarantor of any such Credit
      Extension or releases all or substantially all of the collateral, if any,
      securing any such Credit Extension, or which would require consent of all of
      the
      Lenders pursuant to the terms of Section 8.2 or of any other Loan
      Document.




12.2.3  Benefit
      of Certain Provisions .
      Borrower agrees that each Participant shall be deemed to have the right of
      setoff provided in Section 11.1 in respect of its participating interest in
      amounts owing under the Loan Documents to the same extent as if the amount
      of
      its participating interest were owing directly to it as a Lender under the
      Loan
      Documents, *provided* that
      each Lender shall retain the right of setoff provided in Section 11.1 with
      respect to the amount of participating interests sold to each Participant.
      The
      Lenders agree to share with each Participant, and each Participant, by
      exercising the right of setoff provided in Section 11.1, agrees to share with
      each Lender, any amount received pursuant to the exercise of its right of
      setoff, such amounts to be shared in accordance with Section 11.2 as if each
      Participant were a Lender. Borrower further agrees that each Participant shall
      be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent
      as if it were a Lender and had acquired its interest by assignment pursuant
      to
      Section 12.3, *provided* that (i)
      a Participant shall not be entitled to receive any greater payment under Section
      3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such
      Participant would have received had it retained such interest for its own
      account, unless the sale of such interest to such Participant is made with
      the
      prior written consent of Borrower, and (ii) any Participant not incorporated
      under the laws of the United States of America or any State thereof agrees
      to
      comply with the provisions of Section 3.5 to the same extent as if it were
      a
      Lender.




12.3.  Assignments .




12.3.1  Permitted
      Assignments .
      Any
      Lender may, in the ordinary course of its business and in accordance with
      applicable law, at any time assign to one or more banks or other entities
      (“ ***Purchasers*** ”)
      all or
      any part of its rights and obligations under the Loan Documents, provided such
      Lender provides to Borrower, the Agent, the LC Issuer and the other Lenders
      notice of such Lender’s intent to make such assignment (a “ ***Notice
      of Assignment*** ”).
      Such
      assignment shall be substantially in the form of Exhibit C or in such other
      form
      as may be agreed to by the parties thereto. The consent of Borrower, and the
      Agent and the LC Issuer shall be required prior to an assignment becoming
      effective with respect to a Purchaser which is not a Lender or an Affiliate
      thereof; provided, however, that if a Default has occurred and is continuing,
      the consent of Borrower shall not be required. Such consent shall not be
      unreasonably withheld or delayed. Each such assignment with respect to a
      Purchaser which is not a Lender or an Affiliate thereof shall (unless each
      of
      Borrower and the Agent otherwise consents) be in an amount not less than the
      lesser of (i) $5,000,000 or (ii) the remaining amount of the assigning Lender’s
      Commitment (calculated as at the date of such assignment) or outstanding Loans
      (if the applicable Commitment has been terminated).




55







12.3.2  Consents .
      The
      consent of Borrower shall be required prior to an assignment becoming effective
      unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund,
      provided that the consent of Borrower shall not be required if a Default has
      occurred and is continuing. The consent of the Agent shall be required prior
      to
      an assignment becoming effective unless the Purchaser is a Lender with a
      Revolving Commitment (in the case of an assignment of a Revolving Commitment)
      or
      is a Lender, an Affiliate of a Lender or an Approved Fund (in the case of an
      assignment of any other Commitment or Loans). The consent of the Issuing Bank
      shall be required prior to an assignment of a Revolving Commitment becoming
      effective unless the Purchaser is a Lender with a Revolving Commitment. Any
      consent required under this Section 12.3.2 shall not be unreasonably withheld
      or
      delayed.




12.3.3  Effect;
      Effective Date .
      Upon
      (i) delivery to the Agent of an assignment, together with any consents required
      by Sections 12.3.1 and 12.3.2, and (ii) payment of a $4,000 fee paid by the
      assigning Lender or purchaser to the Agent for processing such assignment
      (unless such fee is waived by the Agent), such assignment shall become effective
      on the effective date specified in such assignment. The assignment shall contain
      a representation by the Purchaser to the effect that none of the consideration
      used to make the purchase of the Commitment and Outstanding Credit Exposure
      under the applicable assignment agreement constitutes “plan assets” as defined
      under ERISA and that the rights and interests of the Purchaser in and under
      the
      Loan Documents will not be “plan assets” under ERISA. On and after the effective
      date of such assignment, such Purchaser shall for all purposes be a Lender
      party
      to this Agreement and any other Loan Document executed by or on behalf of the
      Lenders and shall have all the rights and obligations of a Lender under the
      Loan
      Documents, to the same extent as if it were an original party thereto, and
      the
      transferor Lender shall be released with respect to the Commitment and
      Outstanding Credit Exposure assigned to such Purchaser without any further
      consent or action by Borrower, the Lenders or the Agent. In the case of an
      assignment covering all of the assigning Lender’s rights and obligations under
      this Agreement, such Lender shall cease to be a Lender hereunder but shall
      continue to be entitled to the benefits of, and subject to, those provisions
      of
      this Agreement and the other Loan Documents which survive payment of the
      Obligations and termination of the applicable agreement. Any assignment or
      transfer by a Lender of rights or obligations under this Agreement that does
      not
      comply with this Section 12.3 shall be treated for purposes of this Agreement
      as
      a sale by such Lender of a participation in such rights and obligations in
      accordance with Section 12.2. Upon the consummation of any assignment to a
      Purchaser pursuant to this Section 12.3.3, the transferor Lender, the Agent
      and
      Borrower shall, if the transferor Lender or the Purchaser desires that its
      Loans
      be evidenced by Notes, make appropriate arrangements so that new Notes or,
      as
      appropriate, replacement Notes are issued to such transferor Lender and new
      Notes or, as appropriate, replacement Notes, are issued to such Purchaser,
      in
      each case in principal amounts reflecting their respective Commitments, as
      adjusted pursuant to such assignment.




12.3.4  Register .
      The
      Agent, acting solely for this purpose as an agent of Borrower, shall maintain
      at
      one of its offices in Chicago, Illinois, **** a
      copy of
      each Assignment and Assumption delivered to it and a register for the
      recordation of the names and addresses of the Lenders, and the Commitments
      of,
      and principal amounts of the Loans owing to, each Lender pursuant to the terms
      hereof from time to time (the “ ***Register*** ”).
      The
      entries in the Register shall be conclusive absent manifest error, and Borrower,
      the Agent and the Lenders may treat each Person whose name is recorded in the
      Register pursuant to the terms hereof as a Lender hereunder for all purposes
      of
      this Agreement, notwithstanding notice to the contrary. The Register shall
      be
      available for inspection by Borrower at any reasonable time and from time to
      time upon reasonable prior notice.




56







12.4.  Dissemination
      of Information .
      Borrower authorizes each Lender to disclose to any Participant or Purchaser
      or
      any other Person acquiring an interest in the Loan Documents by operation of
      law
      (each a “ ***Transferee*** ”)
      and
      any prospective Transferee any and all information in such Lender’s possession
      concerning the creditworthiness of Borrower and its Subsidiaries, including
      without limitation any information contained in any Reports; *provided* that
      each Transferee and prospective Transferee agrees to be bound by Section 9.11
      of
      this Agreement.




12.5.  Tax
      Treatment .
      If any
      interest in any Loan Document is transferred to any Transferee which is not
      incorporated under the laws of the United States or any State thereof, the
      transferor Lender shall cause such Transferee, concurrently with the
      effectiveness of such transfer, to comply with the provisions of Section
      3.5(iv).




**ARTICLE
      XIII**






**NOTICES**




13.1.  Notices .
      Except
      as otherwise permitted by Section 2.14 with respect to borrowing notices, all
      notices, requests and other communications to any party hereunder shall be
      in
      writing (including electronic transmission, facsimile transmission or similar
      writing) and shall be given to such party: (x) in the case of Borrower or the
      Agent, at its address or facsimile number set forth on the signature pages
      hereof, (y) in the case of any Lender, at its address or facsimile number set
      forth below its signature hereto or (z) in the case of any party, at such other
      address or facsimile number as such party may hereafter specify for the purpose
      by notice to the Agent and Borrower in accordance with the provisions of this
      Section 13.1. Each such notice, request or other communication shall be
      effective (i) if given by facsimile transmission, when transmitted to the
      facsimile number specified in this Section and confirmation of receipt is
      received, (ii) if given by mail, 72 hours after such communication is deposited
      in the mails with first class postage prepaid, addressed as aforesaid, or (iii)
      if given by any other means, when delivered (or, in the case of electronic
      transmission, received) at the address specified in this Section; *provided* that
      notices to the Agent under Article II shall not be effective until
      received.




13.2.  Change
      of Address .
      Borrower, the Agent and any Lender may each change the address for service
      of
      notice upon it by a notice in writing to the other parties hereto.




**ARTICLE
      XIV**






**COUNTERPARTS**




This
      Agreement may be executed in any number of counterparts, all of which taken
      together shall constitute one agreement, and any of the parties hereto may
      execute this Agreement by signing any such counterpart. This Agreement shall
      be
      effective when it has been executed by Borrower, the Agent, the LC Issuer and
      the Lenders and each party has notified the Agent by facsimile transmission
      or
      telephone that it has taken such action.




57







**ARTICLE
      XV**






**CHOICE
      OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL**




**15.1.**  **CHOICE
      OF LAW** **.
      THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF
      LAW
      PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING,
      WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT
      REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING
      EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.**




**15.2.**  **CONSENT
      TO JURISDICTION** **.
      BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY
      UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS
      IN
      ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND
      BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
      OR
      PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
      ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
      ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
      INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, THE
      LC
      ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF
      ANY
      OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY BORROWER AGAINST THE AGENT,
      THE
      LC ISSUER OR ANY LENDER OR ANY AFFILIATE OF THE AGENT, THE LC ISSUER OR ANY
      LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT
      OF,
      RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A
      COURT
      IN CHICAGO, ILLINOIS.**




**15.3.**  **WAIVER
      OF JURY TRIAL** **.
      BORROWER, THE AGENT, THE LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY
      IN
      ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
      SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED
      TO,
      OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
      THEREUNDER.**




**[REMAINDER
      OF PAGE INTENTIONALLY BLANK.**




**SIGNATURES
      FOUND ON FOLLOWING PAGES.]**







58




IN
      WITNESS WHEREOF, Borrower, the Lenders, the LC Issuer and the Agent have
      executed this Agreement as of the date first above written.




**BORROWER** **:**





CLARK
      CONSULTING, INC.,


a
      Delaware corporation








By:


Print
      Name:


Title:





102
      S.
      Wynstone Park Drive, Suite 200


N.
      Barrington, Illinois 60010


Attention:  W.
      T.
      Wamberg, Tom Pyra and Jeff
      Lemajeur


Telephone:
      (847) 304-5800


FAX:
      (847) 304-5878




**COMMITMENTS** :     **LENDERS** :




Revolving:
      $30,000,000    JPMORGAN
      CHASE BANK, NA,


a
      national banking
      association,


Individually
      and as
      Agent




By:


Print
      Name:


Title:




1717
      Main
      Street; Third Floor


Dallas,
      Texas 75201


Attention:
      Pat Brockette


Telephone:
      (214) 290-2453


FAX:
      (214) 290-2305




59


Revolving:
      $ 20,000,000   LASALLE
      BANK NATIONAL ASSOCIATION, a national banking association, as Lender and
      Syndication Agent








By:


Print
      Name:


Title:




135
      South
      LaSalle Street


Chicago,
      Illinois 60603


Attention:
      Brandon Allison


Telephone:
      (312) 904-6324


FAX:
      (312) 904-6189




Revolving:
      $ 20,000,000   CHARTER
      ONE BANK, N.A.,  a
      national banking association, as Lender and Syndication Agent





By:


Print
      Name:


Title:




Charter
      One Bank, N.A.


71
      South
      Wacker Drive


Suite
      2900


Chicago,
      IL 60603


Attn:
      Bernie Lacayo


Telephone:
      (312) 777-3484


FAX:
      (312) 777-3481





Revolving:
      $ 15,000,000   FIFTH
      THIRD BANK - CHICAGO, as Lender








By:


Print
      Name:


Title:




Fifth
      Third Bank-Chicago


222
      South
      Riverside Plaza


Chicago,
      IL 60606


Attn:
      Neil Mesch


Telephone:
      (312) 704-7131


FAX:
      ______________








60





Revolving:
      $ 12,000,000   THE
      FROST
      NATIONAL BANK, a national banking association, as Lender







By:


Print
      Name:


Title:




2727
      N.
      Harwood, 10 th Floor


Dallas,
      Texas 75201


Attn:
      Stephanie Stover


Telephone:
      (214) 515-4907


FAX:
      (214) 515-4990




Revolving:
      $ 9,600,000    MB
      FINANCIAL BANK, N.A., a national banking association, as Lender







By:


Print
      Name:


Title:




6111
      N.
      River Road


Rosemont,
      IL 60018


Attn:
      Maureen Janes


Telephone:
      (847) 653-1852


FAX:
      (847) 653-0415




Revolving:
      $ 5,000,000    ASSOCIATED
      BANK, NATIONAL ASSOCIATION, a national banking association, as
      Lender







By:


Print
      Name:


Title:




200
      N.
      Adams Street


P.O.
      Box 19006


Green
      Bay, WI 54307-9006


Attn:
      Thomas Toerpe


Telephone:
      920.433.3272


FAX:
      920.433.3290




61


**CONSENT
      OF GUARANTOR**




The
      undersigned Guarantor hereby (a) acknowledges its consent to the changes
      effected by this Agreement, (b)  ratifies and confirms all terms and
      provisions of the Unlimited Guaranty dated the date hereof, (c) agrees that
      such
      Unlimited Guaranty is and shall remain in full force and effect with respect
      to
      the Loans, as increased and amended hereby, (d) acknowledges that there are
      no claims or offsets against, or defenses or counterclaims to, the terms and
      provisions of and the obligations created and evidenced by such Unlimited
      Guaranty, and (e) reaffirms all agreements and obligations under such Unlimited
      Guaranty with respect to the Loan Agreement, the Notes, the Loans and all other
      documents, instruments or agreements governing, securing or pertaining to the
      Loans, as the same may be modified and increased by this Agreement.




EXECUTED
      as of this _______ day of _______________, 2006.




**GUARANTOR** **:**




CLARK,
      INC.,


a
      Delaware corporation





By:


Print
      Name:


Title:










62


**PRICING
      SCHEDULE**




**Applicable
                Margin**
            **Level
                I**
              **Status**
            **Level
                II**
              **Status**
            **Level
                III**
              **Status**
            **Level
                IV**
              **Status***Eurodollar
                Rate*
            *1.625%*
            *2.00%*
            *2.25%*
            *2.50%**Floating
                Rate*
            *0.00%*
            *0.00%*
            *0.25%*
            *0.50%**Overnight
                Transaction Loan Rate*
            *2.125%*
            *2.50%*
            *2.75%*
            *3.00%***Applicable
                Fee Rate**
            **Level
                I**
              **Status**
            **Level
                II**
              **Status**
            **Level
                III**
              **Status**
            **Level
                IV**
              **Status***Letter
                of Credit Fee*
            *1.625%*
            *2.00%*
            *2.25%*
            *2.50%**Commitment
                Fee*
              
              *(more
                than or equal to 50% Funded)**
            *0.25%*
            *0.375%*
            *0.425%*
            *0.50%**Commitment
                Fee*
              
              *(less
                than 50% Funded)**
            *0.45%*
            *0.50%*
            *0.55%*
            *0.60%*







For
      the
      purposes of this Schedule, the following terms have the following meanings,
      subject to the final paragraph of this Schedule:




“ ***Financials*** ”
means
      the annual or quarterly financial statements of Borrower delivered pursuant
      to
      Section 6.1(i) or (ii).




“ ***Level
      I Status*** ”
exists
      at any date if, as of the last day of the fiscal quarter of Borrower referred
      to
      in the most recent Financials, the Calculation Leverage Ratio is less than
      or
      equal to 1.50 to 1.00.




“ ***Level
      II Status*** ”
exists
      at any date if, as of the last day of the fiscal quarter of Borrower referred
      to
      in the most recent Financials, (i) Borrower has not qualified for Level I Status
      and (ii) the Calculation Leverage Ratio is less than 2.00 to 1.00.




“ ***Level
      III Status*** ”
exists
      at any date if, as of the last day of the fiscal quarter of Borrower referred
      to
      in the most recent Financials, (i) Borrower has not qualified for Level I Status
      or Level II Status and (ii) the Calculation Leverage Ratio is less than 2.50
      to
      1.00.




“ ***Level
      IV Status*** ”
exists
      at any date if, as of the last day of the fiscal quarter of Borrower referred
      to
      in the most recent Financials, (i) Borrower has not qualified for Level I
      Status, Level II Status or Level III Status and (ii) the Calculation Leverage
      Ratio is less than 3.0 to 1.00.




“ ***Status*** ”
means
      either Level I Status, Level II Status, Level III Status or Level IV
      Status.




The
      Applicable Margin and Applicable Fee Rate shall be determined in accordance
      with
      the foregoing table based on Borrower’s Status as reflected in the then most
      recent Financials. Adjustments, if any, to the Applicable Margin or Applicable
      Fee Rate shall be effective five Business Days after the Agent has received
      the
      applicable Financials. If Borrower fails to deliver the Financials to the Agent
      at the time required pursuant to Section 6.1, then the Applicable Margin and
      Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee
      Rate set forth in the foregoing table until five days after such Financials
      are
      so delivered.




*Percentage
      funded is based on amount funded and commitments at the date of pertinent
      reporting and calculation of applicable fee.





**THIRD
            AMENDED AND RESTATED CREDIT AGREEMENT** ( *Clark
            Consulting, Inc.* )  **Pricing
            Schedule**
 63


**COMMITMENT
      SCHEDULE**










*Lender*
            *Revolving
                Commitment ($)*
            *Commitment
                Percentage*JP
                Morgan Chase Bank, N.A.
            30,000,000
            26.8817%LaSalle
                Bank, National Association
            20,000,000
            17.9212%Charter
                One Bank
            20,000,000
            17.9212%Fifth
                Third Bank - Chicago
            15,000,000
            13.4409%The
                Frost National Bank
            12,000,000
            10.7527%MB
                Financial Bank, N.A.
            9,600,000
            8.6021%Associated
                Bank, N.A.
            5,000,000
            4.4802%Total:
            111,600,000
            100%










**THIRD
            AMENDED AND RESTATED CREDIT AGREEMENT** ( *Clark
            Consulting, Inc.* )  **Commitment
            Schedule**
 64


**FACILITY
      FEE SCHEDULE**







**Applicable
                Fee****Bank**
            **(in
                Basis Points)**
            **Fee
                in Dollars**JP
                Morgan Chase Bank, N.A.
            20
            $
                60,000.00LaSalle
                Bank, National Association
            20
            $
                40,000.00Charter
                One Bank
            20
            $
                40,000.00Fifth
                Third Bank - Chicago
            20
            $
                30,000.00The
                Frost National Bank
            20
            $
                24,000.00MB
                Financial Bank, N.A.
            20
            $
                19,200.00Associated
                Bank, N.A.
            20
            $
                10,000.00Total:
            
            $223,200.00








**THIRD
            AMENDED AND RESTATED CREDIT AGREEMENT** ( *Clark
            Consulting, Inc.* )  **Amendment
            Fee Schedule**
 65


**EXHIBIT
      A**









**FORM
      OF OPINION**













**THIRD
            AMENDED AND RESTATED CREDIT AGREEMENT** ( *Clark
            Consulting, Inc.* )  **Exhibit
            A - Page**
 66


**EXHIBIT
      B**









**COMPLIANCE
      CERTIFICATE**







To:  The
      Lenders parties to the


Credit
      Agreement Described Below




This
      Compliance Certificate is furnished pursuant to that certain Third Amended
      and
      Restated Credit Agreement dated as of __________________, 2006 (as amended,
      modified, renewed or extended from time to time, the “ ***Agreement*** ”)
      among
      CLARK CONSULTING, INC., a Delaware corporation (the “ ***Borrower*** ”),
      the
      lenders party thereto and JPMorgan Chase Bank, NA, as Agent for the Lenders
      and
      as LC Issuer. Unless otherwise defined herein, capitalized terms used in this
      Compliance Certificate have the meanings ascribed thereto in the
      Agreement.




THE
      UNDERSIGNED HEREBY CERTIFIES THAT:




1.  I
      am the
      duly elected  of
      Borrower;




2.  I
      have
      reviewed the terms of the Agreement and I have made, or have caused to be made
      under my supervision, a detailed review of the transactions and conditions
      of
      Borrower and its Subsidiaries during the accounting period covered by the
      attached financial statements;




3.  The
      examinations described in paragraph 2 did not disclose, and I have no knowledge
      of, the existence of any condition or event which constitutes a Default or
      Unmatured Default during or at the end of the accounting period covered by
      the
      attached financial statements or as of the date of this Certificate, except
      as
      set forth below; and




4.  Schedule
      I attached hereto sets forth financial data and computations evidencing
      Borrower’s compliance with certain covenants of the Agreement, all of which data
      and computations are true, complete and correct.




5.  Schedule
      II hereto sets forth the determination of the interest rates to be paid for
      Advances, the LC Fee rates and the commitment fee rates commencing on the fifth
      day following the delivery hereof.




6.  Schedule
      III attached hereto sets forth the various reports and deliveries which are
      required at this time under the Credit Agreement, the Security Agreement and
      the
      other Loan Documents and the status of compliance.




7.  Schedule
      IV attached hereto sets forth a computation of the Borrowing Base, together
      with
      a list of the cases and policies included in such computation, all of which
      data
      and computations are true, complete and correct.




Described
      below are the exceptions, if any, to paragraph 3 by listing, in detail, the
      nature of the condition or event, the period during which it has existed and
      the
      action which Borrower has taken, is taking, or proposes to take with respect
      to
      each such condition or event:




67































The
      foregoing certifications, together with the computations set forth in Schedule
      I
      and Schedule II hereto and the financial statements delivered with this
      Certificate in support hereof, are made and delivered this  day of  ,  .









68


**SCHEDULE
      I TO COMPLIANCE CERTIFICATE**







Compliance as of
      _________, ____ with


Provisions
      of Sections 6.22.1, 6.22.2, and 6.22.3 of


the
      Agreement




69


**SCHEDULE
      II TO COMPLIANCE CERTIFICATE**







Borrower’s
      Applicable Margin Calculation







70


**SCHEDULE
      III TO COMPLIANCE CERTIFICATE**







Reports
      and Deliveries Currently Due




71


**SCHEDULE
      IV TO COMPLIANCE CERTIFICATE**




Calculation
      as of _________, ____


of


the
      Borrowing Base









I.  Net
      Commissions and Fees (i.e. after deducting


for
      Attrition
      Rate) to be earned on existing policies


and
      contracts
      (less commissions to be paid to producers)


(Attach
      list
      as Exhibit A):        $____________




II.  Discounted
      to present value at


12%
      equals
      the Present Value of Renewals      $____________




III.  Multiplied
      by one minus the


assumed
      expense allowance


equals
      the
      Net Present Value of Renewals:      $____________




IV.  Multiplied
      by applicable Advance Rate:


$___________
      times 80%        $____________


$___________
      times 70%        $____________


$___________
      times 50%        $____________


$___________
      times 30%        $____________




V.  Minus
      the
      current outstanding balance of


the
      Revolving
      Credit Facility:        $____________




VI.  Minus
      the
      other Consolidated Funded Indebtedness


equals
      the
      availability under the Revolving Credit


Facility:          $____________




72


**Exhibit
      A**







Case
                / Policy
            Policy
                Amount
              (if
                applicable)
            Commission
                Amount / Fee Amount
            Producer
                Commission %
            Attrition
                Rate
            Advance
                Rate
            Net
                Commission AmountTotal








**THIRD
            AMENDED AND RESTATED CREDIT AGREEMENT** ( *Clark
            Consulting, Inc.* )  **Exhibit
            B - Page**
 73


**EXHIBIT
      C**




**ASSIGNMENT
      AND ASSUMPTION AGREEMENT**




This
      Assignment and Assumption (the “ ***Assignment
      and Assumption*** ”)
      is
      dated as of the Effective Date set forth below and is entered into by and
      between [ *Insert
      name of Assignor* ]
      (the
“ ***Assignor*** ”)
      and
      [ *Insert
      name of Assignee* ]
      (the
“ ***Assignee*** ”).
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Credit Agreement identified below (as amended, the “ ***Credit
      Agreement*** ”),
      receipt of a copy of which is hereby acknowledged by the Assignee. The Terms
      and
      Conditions set forth in Annex 1 attached hereto are hereby agreed to and
      incorporated herein by reference and made a part of this Assignment and
      Assumption as if set forth herein in full.




For
      an
      agreed consideration, the Assignor hereby irrevocably sells and assigns to
      the
      Assignee, and the Assignee hereby irrevocably purchases and assumes from the
      Assignor, subject to and in accordance with the Terms and Conditions and the
      Credit Agreement, as of the Effective Date inserted by the Agent as contemplated
      below, the interest in and to all of the Assignor’s rights and obligations in
      its capacity as a Lender under the Credit Agreement and any other documents
      or
      instruments delivered pursuant thereto that represents the amount and percentage
      interest identified below of all of the Assignor’s outstanding rights and
      obligations under the respective facilities identified below (including without
      limitation any letters of credit, guaranties and swingline loans included in
      such facilities and, to the extent permitted to be assigned under applicable
      law, all claims (including without limitation contract claims, tort claims,
      malpractice claims, statutory claims and all other claims at law or in equity),
      suits, causes of action and any other right of the Assignor against any Person
      whether known or unknown arising under or in connection with the Credit
      Agreement, any other documents or instruments delivered pursuant thereto or
      the
      loan transactions governed thereby) (the “ ***Assigned
      Interest*** ”).
      Such
      sale and assignment is without recourse to the Assignor and, except as expressly
      provided in this Assignment and Assumption, without representation or warranty
      by the Assignor.




1.  Assignor:




2.  Assignee:        [and is
      an Affiliate/Approved Fund
      of
      [ *identify
      Lender* ] 1




3.  Borrower(s):




4.  Agent:         , as the
      agent under the Credit Agreement.









5.  Credit
      Agreement:  The
      [ *amount* ]
      Credit
      Agreement dated as of _______________ among


[ *name
      of Borrower(s)* ],
      the
      Lenders party thereto, [ *name
      of Agent* ],
      as
      Agent,


and
      the other agents party
      thereto.







1  Select
      as
      applicable.


74





6.  Assigned
      Interest:




Facility
                Assigned
            Aggregate
                Amount of
              Commitment
                / Outstanding Credit Exposure for all Lenders*
            Amount
                of Commitment / Outstanding Credit Exposure Assigned*
            Percentage
                Assigned of Commitment / Outstanding Credit Exposure2____________3
            $
            $
            _______%____________
            $
            $
            _______%____________
            $
            $
            _______%





7.  Trade
      Date:       4




Effective
      Date: ____________________, 20__ [TO BE INSERTED BY AGENT AND WHICH SHALL BE
      THE
      EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]




The
      terms
      set forth in this Assignment and Assumption are hereby agreed to:




ASSIGNOR


[NAME
      OF
      ASSIGNOR]





By:


Title:





ASSIGNEE


[NAME
      OF
      ASSIGNEE]





By:


Title:





[Consented
      to and] 5  Accepted:





[NAME
      OF
      AGENT], as Agent





By:


Title:





[Consented
      to:] 6











[NAME
      OF
      RELEVANT PARTY]





By:


Title:








75


**ANNEX
      1**




**TERMS
      AND CONDITIONS FOR**


**ASSIGNMENT
      AND ASSUMPTION**







1.  Representations
      and Warranties.




1.1 Assignor .
      The
      Assignor represents and warrants that (i) it is the legal and beneficial owner
      of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
      lien, encumbrance or other adverse claim and (iii) it has full power and
      authority, and has taken all action necessary, to execute and deliver this
      Assignment and Assumption and to consummate the transactions contemplated
      hereby. Neither the Assignor nor any of its officers, directors, employees,
      agents or attorneys shall be responsible for (i) any statements, warranties
      or
      representations made in or in connection with the Credit Agreement or any other
      Loan Document, (ii) the execution, legality, validity, enforceability,
      genuineness, sufficiency, perfection, priority, collectibility, or value of
      the
      Loan Documents or any collateral thereunder, (iii) the financial condition
      of
      Borrower, any of its Subsidiaries or Affiliates or any other Person obligated
      in
      respect of any Loan Document, (iv) the performance or observance by Borrower,
      any of its Subsidiaries or Affiliates or any other Person of any of their
      respective obligations under any Loan Documents, (v) inspecting any of the
      property, books or records of Borrower, or any guarantor, or (vi) any mistake,
      error of judgment, or action taken or omitted to be taken in connection with
      the
      Loans or the Loan Documents.




1.2. Assignee .
      The
      Assignee (a) represents and warrants that (i) it has full power and authority,
      and has taken all action necessary, to execute and deliver this Assignment
      and
      Assumption and to consummate the transactions contemplated hereby and to become
      a Lender under the Credit Agreement, (ii) from and after the Effective Date,
      it
      shall be bound by the provisions of the Credit Agreement as a Lender thereunder
      and, to the extent of the Assigned Interest, shall have the obligations of
      a
      Lender thereunder, (iii) agrees that its payment instructions and notice
      instructions are as set forth in Schedule 1 to this Assignment and Assumption,
      (iv) confirms that none of the funds, monies, assets or other consideration
      being used to make the purchase and assumption hereunder are “plan assets” as
      defined under ERISA and that its rights, benefits and interests in and under
      the
      Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify
      and hold the Assignor harmless against all losses, costs and expenses
      (including, without limitation, reasonable attorneys’ fees) and liabilities
      incurred by the Assignor in connection with or arising in any manner from the
      Assignee’s non-performance of the obligations assumed under this Assignment and
      Assumption, (vi) it has received a copy of the Credit Agreement, together with
      copies of financial statements and such other documents and information as
      it
      has deemed appropriate to make its own credit analysis and decision to enter
      into this Assignment and Assumption and to purchase the Assigned Interest on
      the
      basis of which it has made such analysis and decision independently and without
      reliance on the Agent or any other Lender, and (vii) attached as Schedule 1
      to
      this Assignment and Assumption is any documentation required to be delivered
      by
      the Assignee with respect to its tax status pursuant to the terms of the Credit
      Agreement, duly completed and executed by the Assignee and (b) agrees that
      (i)
      it will, independently and without reliance on the Agent, the Assignor or any
      other Lender, and based on such documents and information as it shall deem
      appropriate at the time, continue to make its own credit decisions in taking
      or
      not taking action under the Loan Documents, and (ii) it will perform in
      accordance with their terms all of the obligations which by the terms of the
      Loan Documents are required to be performed by it as a Lender.




2. Payments .
      The
      Assignee shall pay the Assignor, on the Effective Date, the amount agreed to
      by
      the Assignor and the Assignee. From and after the Effective Date, the Agent
      shall make all payments in respect of the Assigned Interest (including payments
      of principal, interest, fees and other amounts) to the Assignor for amounts
      which have accrued to but excluding the Effective Date and to the Assignee
      for
      amounts which have accrued from and after the Effective Date.




76







3. General
      Provisions .
      This
      Assignment and Assumption shall be binding upon, and inure to the benefit of,
      the parties hereto and their respective successors and assigns. This Assignment
      and Assumption may be executed in any number of counterparts, which together
      shall constitute one instrument. Delivery
      of an executed counterpart of a signature page of this Assignment and
      Assumption by
      telecopy shall be effective as delivery of a manually executed counterpart
      of
      this Assignment and
      Assumption . This
      Assignment and Assumption shall be governed by, and construed in accordance
      with, the law of the State of Illinois.




77


ADMINISTRATIVE
      QUESTIONNAIRE








78


US
      AND
      NON-US TAX INFORMATION REPORTING REQUIREMENTS











79


EXHIBIT
      D


LOAN/CREDIT
      RELATED MONEY TRANSFER INSTRUCTION





To
      JPMorgan Chase Bank, NA,


as
      Agent
      (the “ ***Agent*** ”)
      under
      the Credit Agreement


Described
      Below.





Re:  Third
      Amended and Restated Credit Agreement, dated    ,  (as the
      same may be amended or modified, the “ ***Credit
      Agreement*** ”),
      among
      CLARK CONSULTING, INC., a Delaware corporation (the “ ***Borrower*** ”),
      the
      Lenders named therein, the LC Issuer and the Agent. Capitalized terms used
      herein and not otherwise defined herein shall have the meanings assigned thereto
      in the Credit Agreement.





The
      Agent
      is specifically authorized and directed to act upon the following standing
      money
      transfer instructions with respect to the proceeds of Advances or other
      extensions of credit from time to time until receipt by the Agent of a specific
      written revocation of such instructions by Borrower, *provided,
      however,* that the
      Agent may otherwise transfer funds as hereafter directed in writing by Borrower
      in accordance with Section 13.1 of the Credit Agreement or based on any
      telephonic notice made in accordance with Section 2.14 of the Credit
      Agreement.




Facility
      Identification Number(s)




Customer/Account
      Name




Transfer
      Funds To










For
      Account No.




Reference/Attention
      To





Authorized
      Officer (Customer Representative)   Date








(Please
      Print)       Signature




Bank
      Officer Name      Date








(Please
      Print)       Signature







(Deliver
      Completed Form to Credit Support Staff For Immediate Processing)







80


**EXHIBIT
      E**









**AMENDED
      AND RESTATED REVOLVING NOTE**










[Date]








CLARK
      CONSULTING, INC., a Delaware corporation (the “ ***Borrower*** ”),
      promises to pay to the order of ____________________________________ (the
“ ***Lender*** ”)
      the
      aggregate unpaid principal amount of all Loans made by the Lender to Borrower
      pursuant to Article II of the Agreement (as hereinafter defined), in immediately
      available funds at the main office of JPMorgan Chase Bank, NA in Chicago,
      Illinois, as Agent, together with interest on the unpaid principal amount hereof
      at the rates and on the dates set forth in the Agreement. Borrower shall pay
      the
      principal of and accrued and unpaid interest on the Loans in full on the
      Facility Termination Date and shall make such mandatory payments as are required
      to be made under the terms of Article II of the Agreement. This Note amends,
      restates (but does not extinguish) and evidences the outstanding indebtedness
      evidenced by that certain [_______] Amended and Restated Revolving Note, dated
      ________________, 2006, in the original principal amount of $_______________
      (the “ ***Prior
      Note*** ”).
      The
      liens and security interests securing the Prior Note have been renewed pursuant
      to the Agreement and secure this Note..




The
      Lender shall, and is hereby authorized to, record on the schedule attached
      hereto, or to otherwise record in accordance with its usual practice, the date
      and amount of each Loan and the date and amount of each principal payment
      hereunder.




This
      Note
      is one of the Notes issued pursuant to, and is entitled to the benefits of,
      the
      THIRD AMENDED and Restated Credit Agreement dated as of _______________,______
      (which, as it may be amended or modified and in effect from time to time, is
      herein called the “ ***Agreement*** ”),
      among
      Borrower, the lenders party thereto, including the Lender, the LC Issuer and
      JPMorgan Chase Bank, NA, as Agent, to which Agreement reference is hereby made
      for a statement of the terms and conditions governing this Note, including
      the
      terms and conditions under which this Note may be prepaid or its maturity date
      accelerated. This Note is secured pursuant to the Collateral Documents and
      guaranteed pursuant to the Guaranty, all as more specifically described in
      the
      Agreement, and reference is made thereto for a statement of the terms and
      provisions thereof. Capitalized terms used herein and not otherwise defined
      herein are used with the meanings attributed to them in the
      Agreement.










CLARK
      CONSULTING, INC. (f/k/a Clark/Bardes Consulting, Inc., and f/k/a Clark/Bardes,
      Inc.), a Delaware corporation





By:


Print
      Name:


Title:


81


**SCHEDULE
      OF LOANS AND PAYMENTS OF PRINCIPAL**




**TO**




**NOTE
      OF ,**




**DATED
      ,**










Principal  Maturity  Principal


Amount
      of  of
      Interest  Amount  Unpaid


Date  Loan  Period  Paid  Balance

















82





**SCHEDULE
      1**









**SUBSIDIARIES
      AND OTHER INVESTMENTS**




(See
      Sections 5.8 and 6.14)







***Investment***
            ***Jurisdiction
                of***
              ***Organization***
            ***Owned
                By***
            ***Percent
                Ownership***Borrower
            Delaware
            Parent
            100%Clark
                Strategic Advisors, Inc.
            DelawareClark
                Benson LLC
            DelawareNational
                Insurance Wholesalers, Inc.
            DelawareClark
                Securities, Inc. *
            CaliforniaClark
                Reinsurance Company Limited *
            Cayman
                IslandsClark/Bardes
                of Hawaii, LLC *
            HawaiiClark/Bardes
                of Bermuda, Ltd. *
            BermudaCRG
                Insurance Agency, Inc. *
            CaliforniaCBC
                Insurance Revenue Securitization LLC *
            DelawareCOLI
                Insurance Agency, Inc. *
            CaliforniaCRG
                Fiduciary Services, Inc. *
            CaliforniaECB
                Insurance Agency, Inc. *
            CaliforniaExecutive
                Benefit Services, Inc. *
            CaliforniaClark
                Global Financial Solutions, Inc. *
            Delaware











Entities
      identified with an asterisk (*) behind their name are the Excluded
      Entities.





**THIRD
            AMENDED AND RESTATED CREDIT AGREEMENT** ( *Clark
            Consulting, Inc.* )  **Schedule
            1 - Page**
 83


**SCHEDULE
      2**









**INDEBTEDNESS
      AND LIENS**




(See
      Sections 5.14, 6.11 and 6.15)







Promissory
      Note dated April 5, 1999, in the principal amount of $___________, executed
      by
      Clark/Bardes Holdings, Inc., and payable to the order of PHYNQUE,
      Inc.





**THIRD
            AMENDED AND RESTATED CREDIT AGREEMENT** ( *Clark
            Consulting, Inc.* )  **Schedule
            2 - Page**
 84


**SCHEDULE
      3**





**Trust
      Preferred Indebtedness Documents**








85





**SCHEDULE
      6.11**









**SPECIFIC
      INDEBTEDNESS**




**(See
      Section 6.11)**






86