EX-10.1






EXHIBIT 10.1



$250,000,000

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT




dated as of




March 6, 2015




among




SAIA, INC.




the BANKS from time to time party hereto




BOKF, NA dba BANK OF OKLAHOMA,

as Administrative Agent and Collateral Agent




and




SUNTRUST BANK,

as Documentation Agent














BOKF, NA dba BANK OF OKLAHOMA and SUNTRUST ROBINSON HUMPHREY, INC.

Joint Lead Arrangers




JPMORGAN CHASE BANK, N.A.

BANK OF AMERICA, N.A.

PNC BANK, NATIONAL ASSOCIATION

Co-Syndication Agents




TABLE OF CONTENTS




FIFTH AMENDED AND RESTATED CREDIT AGREEMENT




THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 6, 2015
(the “Effective Date”), is entered into by and among SAIA, INC., a Delaware corporation (the
“Borrower”), the undersigned financial institutions (each individually, a “Bank,” and collectively,
the “Banks”), and BOKF, NA dba BANK OF OKLAHOMA (successor to Bank of Oklahoma, N.A.), as
Administrative Agent and Collateral Agent.



RECITALS




A. The Borrower, the Banks therein named, the Administrative Agent and the Collateral Agent
are parties to that certain Fourth Amended and Restated Credit Agreement dated as of November 30,
2011, as amended by that certain First Amendment to Fourth Amended and Restated Credit Agreement
dated as of June 28, 2013, and that certain Second Amendment to Fourth Amended and Restated Credit
Agreement dated as of July 15, 2014 (as so amended, the “Existing Credit Agreement”), pursuant to
which such Banks continued a $200,000,000 revolving credit facility in favor of the Borrower.



B. The Borrower, the Banks, the Administrative Agent and the Collateral Agent have agreed to
amend the terms and provisions of the Existing Credit Agreement. Because of the extent of the
amendments to the Existing Credit Agreement, the parties deem it convenient to amend and restate
the Existing Credit Agreement in its entirety in accordance with the terms and provisions of this
Agreement.



C. This Agreement shall supersede the Existing Credit Agreement.




	1.	 	DEFINITIONS AND ACCOUNTING TERMS





1.1. Defined Terms. As used in this Agreement, the following terms have the following meanings
(terms defined in the singular to have the same meanings when used in the plural and vice versa):



“Acceptable Security Interest” in any Property of the Borrower or any of its Subsidiaries
means a Lien which (a) exists in favor of the Collateral Agent for the benefit of the Secured
Parties; (b) is valid; (c) has been duly perfected and is enforceable against the Borrower and the
Property covered thereby in preference to any rights of any Person therein, other than Permitted
Liens; (d) is superior to all other Liens except Permitted Liens; and (e) secures the Obligations
and the Prudential Obligations on a pari passu basis.



“Acquisition” means any transaction, or any series of related transactions, consummated on or
after the Effective Date, by which the Borrower or one or more of its Subsidiaries (i) acquires all
or substantially all of any going business or all or substantially all of the assets of any firm,
corporation, partnership 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 Equity Interests of a corporation which have ordinary voting power for the election
of directors (other than Equity Interests having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding Equity Interests of a
partnership or limited liability company.



“Additional Covenant” means any affirmative or negative covenant or similar restriction
applicable to the Borrower or any Subsidiary (regardless of whether such provision is labeled or
otherwise characterized as a covenant), the subject matter of which either (i) is similar to that
of any covenant in Section 5 or 7 of this Agreement, or related definitions in Section 1 of this
Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than
those set forth herein or more beneficial to the lenders under the Prudential Agreement or any
other agreement governing or evidencing Indebtedness in an aggregate principal amount committed or
outstanding of $10,000,000 or more (and such covenant or similar restriction shall be deemed an
Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is
different from the subject matter of any covenants in Section 5 or 7 of this Agreement, or related
definitions in Section 1 of this Agreement.



“Additional Default” means any default or similar provision applicable to the Borrower or any
Subsidiary the result of which is to accelerate or permit the acceleration (with the passage of
time or giving of notice or both) of the maturity of the Indebtedness subject to such default or
provision, or otherwise requires the Borrower or any Subsidiary to repay, redeem or purchase the
Indebtedness subject to such default or provision prior to the stated maturity thereof and which
either (i) is similar to any Default or Matured Default contained in Section 8 of this Agreement,
or related definitions in Section 1 of this Agreement, but contains one or more percentages,
amounts or formulas that is more restrictive or has a shorter grace period than those set forth
herein or is more beneficial to the lenders under the Prudential Agreement or any other agreement
governing or evidencing Indebtedness in an aggregate principal amount committed or outstanding of
$10,000,000 or more (and such provision shall be deemed an Additional Default only to the extent
that it is more restrictive, has a shorter grace period or is more beneficial) or (ii) is different
from the subject matter of any Default or Matured Default contained in Section 8 of this Agreement,
or related definitions in Section 1 of this Agreement.



“Adjusted Base Rate” means the Base Rate plus (or, if applicable, minus) the
Base Rate Margin; provided, however, that if the Adjusted Base Rate is calculated as a negative
number, then the Adjusted Base Rate shall be deemed to be 0.00% for all purposes hereunder.



“Adjusted EBITDAR” means EBITDAR as it may be adjusted by the Administrative Agent in the
reasonable exercise of its sole discretion to include (i) pro forma additions related to Permitted
Acquisitions and (ii) certain non-recurring charges and/or extraordinary items proposed by the
Borrower to be included in EBITDAR. Following the closing of any Permitted Acquisition, the
calculation of EBITDAR may be adjusted to take into account the financial impact of such Permitted
Acquisition as if such Permitted Acquisition had occurred prior to, and the Subsidiary or Property
acquired pursuant to such Permitted Acquisition had been owned by the Borrower or one of its
consolidated Subsidiaries throughout, the entire calculation period prior to the date as of which
such calculation is being made, but any such adjustment shall be calculated by the Administrative
Agent in the reasonable exercise of its sole discretion.



“Adjusted LIBOR Rate” means the LIBOR Rate plus the LIBOR Margin.



“Administrative Agent” means BOKF, in its capacity as administrative agent for the Banks under
the Loan Documents and any successor in such capacity appointed pursuant to Section 9.6.



“Affiliate” means any Person directly or indirectly controlling, controlled by, or under the
direct or indirect common control with, the Borrower. A Person shall be deemed to control another
Person if such Person possesses, directly or indirectly, the power to direct or cause the direction
of the management and policies of such other Person, whether through the ownership of voting Equity
Interests, by contract or otherwise.



“Agent” means either the Administrative Agent or the Collateral Agent.



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



“Agreement” means this Fifth Amended and Restated Revolving Credit Agreement, as it may be
amended, supplemented or modified from time to time.



“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable
to the Borrower or any of its Affiliates from time to time concerning or relating to bribery or
corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, or any
similar law or statute in any applicable jurisdiction.



“Approved Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (a) a Bank, (b) an Affiliate of a
Bank, or (c) an entity or an Affiliate of an entity that administers or manages a Bank.



“Authorized Officer” means, in the case of the Borrower, its chief executive officer, its
chief financial officer or any other officer of the Borrower involved principally in the financial
operations of the Borrower and designated as an “Authorized Officer” of the Borrower for the
purpose of this Agreement in an Officer’s Certificate executed by the Borrower’s chief executive
officer or chief financial officer and delivered to the Administrative Agent. Any action taken
under this Agreement on behalf of the Borrower by any individual who on or after the Effective Date
shall have been an Authorized Officer of the Borrower and who the Administrative Agent in good
faith believes to be an Authorized Officer of the Borrower at the time of such action shall be
binding on the Borrower even though such individual shall have ceased to be an Authorized Officer
of the Borrower. Any document, agreement, instrument, certificate or notice signed by an Authorized
Officer shall be deemed signed by the Authorized Officer in his or her capacity as an officer of
the Borrower and not in his or her individual capacity; provided, however, that any
certificate signed by an Authorized Officer on behalf of the Borrower shall be given by such
Authorized Officer to the best of his or her actual personal knowledge.



“Assignment and Assumption” means an assignment and assumption entered into by a Bank and an
eligible assignee (with the consent of any party whose consent is required by Section 10.1), and
accepted by the Administrative Agent, in substantially the form of Exhibit D hereto or any
other form approved by the Administrative Agent.



“Available Liquidity” means, as of any calculation date, the unused portion of the Revolving
Credit Commitment plus net unrestricted cash on hand of the Borrower and its Subsidiaries.



“Base Rate” means, on any day, the rate which is the highest of (i) the sum of (A) the Federal
Funds Rate on such day plus (B) 0.50%, (ii) the “prime rate” of interest as most recently
reported in the Wall Street Journal, or (iii) the sum of (A) the 30-day LIBOR Rate in effect on
such day plus (B) 1.00%.



“Base Rate Loan” means any Revolving Credit Loan when and to the extent that the interest rate
therefor is determined by reference to the Base Rate.



“Base Rate Margin” has the meaning set forth on the Pricing Schedule.



“BOKF” means BOKF, NA dba Bank of Oklahoma.



“Borrowing Date” means the date on which a Revolving Credit Loan or Swing Line Loan is made or
requested to be made.



“Borrowing Notice” means a request by the Borrower for a Revolving Loan or a Swing Line Loan,
in the form of Exhibit A hereto.



“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial
banks in Oklahoma are authorized or required to close under the laws of such State and, if the
applicable day relates to a LIBOR Loan, Interest Period, or notice with respect to a LIBOR Loan, a
day on which dealings in Dollar deposits are also carried on in the London interbank market and
banks are open for business in London.



“Capital Expenditures” means, for any applicable period of determination, the aggregate amount
of all expenditures of the Borrower and its Subsidiaries for fixed or capital assets made during
such period which, in accordance with GAAP, should be classified as capital expenditures.



“Capital Lease” means all leases which have been or should be capitalized on the books of the
lessee in accordance with GAAP.



“Capitalized Lease Obligation” means any rental obligation which, under GAAP, is or will be
required to be capitalized on the books of the Borrower or any Subsidiary, taken at the amount
thereof accounted for as indebtedness (net of interest expense) in accordance with GAAP.



“Change in Law” means (a) the adoption or implementation of any treaty, law, rule or
regulation after the Effective Date, (b) any change in law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the Effective Date or (c)
compliance by any Bank or the L/C Issuer (or by any lending office of such Bank or the L/C Issuer
or by such Bank’s or the L/C Issuer’s holding company, if any) with any written request, guideline
or directive (whether or not having the force of law but if not having the force of law, then being
one with which the relevant party would customarily comply) of any Governmental Authority made or
issued after the Effective Date; provided that, notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,
guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules,
guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory
authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law,”
regardless of the date enacted, adopted or issued.



“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations and published interpretations thereof.



“Collateral” means, collectively, (i) the Personal Property Collateral, (ii) the Mortgaged
Properties, and (iii) any other Property in which the Collateral Agent is at any time granted a
Lien as security for the Obligations.



“Collateral Agent” means BOKF in its capacity as collateral agent for the Banks, Prudential
and the other Secured Parties pursuant to this Agreement and the Prudential Intercreditor
Agreement, or any successor collateral agent appointed pursuant to Section 4.9 of the Prudential
Intercreditor Agreement.



“Collateral Documents” means the Security Agreement, the Mortgages and each other document,
instrument or agreement executed in connection therewith or otherwise executed in order to secure
all or a portion of the Obligations.



“Commitment” means, as to any Bank, such Bank’s obligation to (a) make Revolving Credit Loans
to the Borrower and (b) purchase participations in Swing Line Loans and L/C Obligations, in an
aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth
opposite such Bank’s name on such Bank’s signature page hereto or in the Assignment and Assumption
pursuant to which such Bank becomes a party hereto, as applicable, as such amount may be increased
or decreased from time to time in accordance with this Agreement.



“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §§ 1 et seq.).



“Commonly Controlled Entity” means an entity, whether or not incorporated, which is under
common control with the Borrower within the meaning of Section 414(b) or 414(c) of the Code.



“Consolidated” and “Consolidating” mean the consolidation of the accounts of the Borrower and
its Subsidiaries in accordance with GAAP, including principles of consolidation, consistent with
those applied in the preparation of the audited financial statements referred to in Section 4.4.



“Contingency Reserve” means accruals (other than de minimis accruals) for matters of a
contingent nature that are generally infrequent or unusual and not in the ordinary course of the
Borrower’s or its Subsidiaries’ businesses, excluding reserves for the Borrower’s and its
Subsidiaries’ workers’ compensation and bodily injury and property damage programs.



“Debtor Relief Laws” means (i) the United States Bankruptcy Code, (ii) all other laws relating
to liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency or reorganization, and (iii) all other similar debtor
relief laws of the United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.



“Default” means an event or circumstance that, with the giving of notice, the passage of time,
or both, would be a Matured Default.



“Defaulting Bank” means any Bank, as determined by the Administrative Agent, that (a) has
failed to fund all of its portion of a Revolving Credit Loan, participation in a L/C Obligation or
participation in a Swing Line Loan required to be funded by it hereunder within two Business Days
of the date required to be funded by it hereunder, unless such Bank notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Bank’s determination that
one or more conditions precedent to funding (each of which conditions precedent, together with any
applicable Default or Matured Default, shall be specifically identified in such writing) has not
been satisfied, (b) has failed to pay over to the Administrative Agent, the L/C Issuer, the Swing
Line Lender or any other Bank any other amount required to be paid by it hereunder within two
Business Days of the date when due, unless such amount is the subject of a good faith dispute, (c)
has notified the Borrower, the Administrative Agent, the L/C Issuer, the Swing Line Lender or any
other Bank in writing that it does not intend to comply with any of its funding obligations under
this Agreement or has made a public statement to the effect that it does not intend to comply with
its funding obligations under this Agreement or under other agreements in which it commits to
extend credit (unless such writing or public statement relates to such Bank’s obligation to fund a
Revolving Credit Loan hereunder and states that such position is based on such Bank’s determination
that a condition precedent to funding (which condition precedent, together with any applicable
Default or Matured Default, shall be specifically identified in such writing or public statement)
cannot be satisfied), (d) has failed, within three Business Days after request by the
Administrative Agent or the Borrower, to confirm that it will comply with the terms of this
Agreement relating to its obligations to fund prospective Revolving Credit Loans and participations
in then outstanding L/C Obligations and Swing Line Loans (provided that such Bank shall
cease to be a Defaulting Bank pursuant to this clause (d) upon receipt of such written confirmation
by the Administrative Agent and the Borrower), or (e) has, or has a direct or indirect parent
company or holding company that has, (i) become the subject of a proceeding under any Debtor Relief
Law, or (ii) had appointed for it a receiver, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal
regulatory authority acting in such a capacity; provided that a Bank shall not be a
Defaulting Bank solely by virtue of the ownership or acquisition of any equity interest in that
Bank or any direct or indirect parent company or holding company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Bank with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or
writs of attachment on its assets or permit such Bank (or such Governmental Authority) to reject,
repudiate, disavow or disaffirm any contracts or agreements made with such Bank. Any determination
by the Administrative Agent that a Bank is a Defaulting Bank under any one or more of clauses (a)
through (e) above shall be conclusive and binding absent manifest error, and such Bank shall be
deemed to be a Defaulting Bank upon delivery of written notice of such determination to the
Borrower, the L/C Issuer, the Swing Line Lender and each Bank.



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



“EBITDAR” means, for any period, the sum of Net Income plus, to the extent deducted in the
determination of Net Income, (i) all provisions for federal, state and other income tax of the
Borrower and its Subsidiaries, (ii) Interest Expense, (iii) provisions for depreciation and
amortization, (iv) Rental Expense, (v) any non-cash items decreasing Net Income for such period
(excluding any writedown or write-off of Receivables), (vi) any extraordinary charges for such
period and non-recurring or unusual charges for such period, (vii) any unrealized losses for such
period attributable to the application of “mark to market” accounting in respect of Swap
Agreements, (viii) restructuring charges, costs, expenses and reserves or increases to existing
reserves (including severance costs, relocation costs, integration costs, other business
optimization costs, expenses or reserves, costs related to the closure or consolidation of
facilities or curtailments, and modifications to pension and post-retirement employee benefit plans
(including any settlement of pension liabilities)), but not exceeding $5,000,000 in any period of
four consecutive fiscal quarters, (ix) nonrecurring reasonable transactions costs or expenses
related to any issuance of Equity Interests, any Investment, Acquisition or disposition outside the
ordinary course of business, and (x) non-cash earn-out obligations incurred during such period in
connection with any Acquisition permitted under Section 7.3, excluding (a) any gains or losses
resulting from the sale, conversion or other disposition of capital assets (i.e., assets other than
current assets), (b) any gains resulting from the write-up of assets, (c) any earnings of any
Person acquired by the Borrower or any Subsidiary through purchase, merger or consolidation or
otherwise for any period prior to the date of Acquisition, (d) any deferred credit representing the
excess of equity in any such Subsidiary at the date of Acquisition over the cost of the investment
in such Subsidiary, (e) any gains or losses from the acquisition of securities or the retirement or
extinguishment of Indebtedness, (f) any gains on collections from the proceeds of insurance
policies or settlements, (g) any restoration to income of any Contingency Reserve, except to the
extent that provision for such reserve was made out of income accrued during such period, (h) any
income, gain or loss during such period from any discontinued operations or the disposition
thereof, from any extraordinary items or from any prior period adjustments, (i) to the extent not
already accounted for in sections (a) through (h) above, any other non-cash gains for such period,
and (j) any interest of the Borrower or any Subsidiary in the undistributed earnings (but not
losses) of any Person which is not a Subsidiary of the Borrower, which in the aggregate will be
deducted only to the extent they are positive, adjusted for minority interests in Subsidiaries.



“Environmental and Safety Laws” means all laws relating to pollution, the release or other
discharge, handling, disposition or treatment of Hazardous Materials and other substances or the
protection of the environment or of employee health and safety, including without limitation,
CERCLA, the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. §§ 7401 et seq.), the Clean Air Act (42 U.S.C. §§ 401 et
seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Occupational Safety and
Health Act (29 U.S.C. §§ 651 et seq.) and the Emergency Planning and Community Right-To-Know Act
(42 U.S.C. §§ 11001 et seq.), each as the same may be amended and supplemented.



“Equity Interests” means, with respect to any Person, all of the shares of capital stock of
(or other ownership or profit interests in) such Person, all of the warrants, options or other
rights for the purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations and published interpretations thereof.



“Excepted Liens” means the following Liens against Properties of the Borrower or any of its
Subsidiaries: (i) deposits to secure payment of worker’s compensation, unemployment insurance and
other similar benefits; (ii) Liens for property taxes not yet due or the validity or amount of
which are being contested in good faith by appropriate proceedings and against which the Borrower
has established reserves in conformity with GAAP; (iii) statutory Liens which (A) are being
contested in good faith by appropriate legal proceedings and against which the Borrower has
established reserves in conformity with GAAP or (B) arise in the ordinary course of business and
secure obligations which are not yet due and not in default; (iv) Liens to secure (or to obtain
letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, performance bonds, purchase, construction, government or sales contracts and
other similar obligations or otherwise to satisfy statutory or legal obligations, provided that in
each such case such Liens (A) were not incurred or made in connection with the incurrence or
maintenance of Indebtedness, the borrowing of money, the obtaining of advances or credit, and (B)
do not in the aggregate materially detract from the value of the Property so encumbered or
materially impair the use thereof in the operation of its business; (v) title defects, title
irregularities, easements, zoning restrictions, rights-of-way, encroachments, encumbrances on real
property imposed by law or arising in the ordinary course of business and other title matters of a
minor nature that in each case do not secure any monetary obligations and do not materially detract
from the value of the affected Property or materially impair or interfere with the use thereof in
the ordinary course of business; and (vi) Liens resulting from any judgments, awards or orders to
the extent that such judgments, awards or orders do not cause or constitute an Event of Default
pursuant to Section 8.1.13.



“Excluded Swap Obligation” means (a) with respect to any Guarantor, any Swap Obligation if,
and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by
such Guarantor of a security interest to secure, as applicable, such Swap Obligation (or any
guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation,
or order of the Commodity Futures Trading Commission (or the application or official interpretation
of any thereof) and (b) with respect to the Borrower, any Swap Obligation of any Guarantor if, and
to the extent that, all or a portion of the liability of the Borrower with respect to, or the grant
of the Borrower of a security interest to secure, as applicable, such Swap Obligation is or becomes
illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures
Trading Commission (or the application or official interpretation of any thereof), by virtue of
such Guarantor’s (in the case of (a)) or the Borrower’s (in the case of (b)) failure to constitute
an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations
thereunder (determined after giving effect to Section 11.15.2 and any other “keepwell, support or
other agreement” for the benefit of such Guarantor or the Borrower), at the time the guarantee of
such Guarantor, liability of the Borrower, or grant of such security interest by the Borrower or
such Guarantor becomes or would become effective with respect to such Swap Obligation. If a Swap
Obligation arises under a master agreement governing more than one Swap Obligation, such exclusion
shall apply only to the portion of such Swap Obligation that is attributable to Swap Obligations
for which such guarantee or security interest or joint and several liability, as applicable, is or
becomes illegal.



“Existing Subsidiary” means each of SCS, SMF, LinkEx and Saia Metrogo.



“FATCA” means Sections 1471 through 1474 of the Code and any agreement entered into pursuant
to Section 1471(b)(1) of the Code.



“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for
each day during such period to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day for such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing selected by it.



“Fee Letter” means that certain letter agreement dated as of December 8, 2014, between the
Borrower and the Administrative Agent.



“Fixed Charge Coverage Ratio” means, for any period of determination, the ratio of (i) Net
Cash Flow for such period to (ii) Total Debt Service for the same period.



“Funded Indebtedness” means, as of any calculation date, the aggregate principal amount of all
Indebtedness of the types described in any of clauses (i), (ii), (iii), (iv), (v), (vii) and (viii)
of the definition of the term “Indebtedness” and all Guarantee Obligations with respect to such
Indebtedness.



“GAAP” means generally accepted accounting principles in effect in the United States.



“Governmental Authority” means the government of the United States of America, any other
nation or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government, and any group or body charged with setting financial accounting or regulatory capital
rules or standards (including the Financial Accounting Standards Board, the Bank for International
Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to
any of the forgoing).



“Guarantee Obligation” means, as to any Person (the “guaranteeing person”), any
obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing
Person that guarantees or in effect guarantees, or which is given to induce the creation of a
separate obligation by another Person (including any bank under any letter of credit) that
guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the
"primary obligations”) of any other third Person (the “primary obligor”) in any
manner, whether directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or
payment of any such primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of such primary
obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation
against loss in respect thereof; provided, however, that the term Guarantee
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary
course of business. For the avoidance of doubt, for purposes of determining any Guarantee
Obligations of any Guarantor pursuant to any Guaranty, the definition of “Specified Swap Agreement”
shall not create any guarantee by any Guarantor of (or grant of security interest by any Guarantor
to support, if applicable) any Excluded Swap Obligation of such Guarantor.



“Guaranties” means (i) the Fourth Restated Guaranty Agreement, dated as of the Effective Date,
to be executed by SMF, LinkEx and Saia Metrogo, and (ii) any other guaranty agreement or other
instrument at any time executed and delivered by a Guarantor to guarantee payment and performance
of the Obligations.



“Guarantor” means each of SMF, LinkEx, Saia Metrogo, any other Subsidiary hereafter formed or
acquired by the Borrower, and any other Person that becomes a guarantor of all or a portion of the
Obligations.



“Hazardous Materials” means (i) any material or substance defined as or included in the
definition of “hazardous substances,” “hazardous wastes,” “hazardous material,” “toxic substances”
or any other formulations intended to define, list or classify substances by reason of their
deleterious properties, (ii) any oil, petroleum or petroleum derived substances, (iii) any
flammable substances or explosives, (iv) any radioactive materials, (v) asbestos in any form,
(vi) electrical equipment that contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of 50 parts per million, (vii) pesticides, or (viii) any other
chemical, material or substance, exposure to which is prohibited, limited or regulated by any
governmental agency or authority or which may or could pose a hazard to the health and safety of
persons in the vicinity thereof.



“Indebtedness” means with respect to any Person, without duplication, (i) indebtedness or
liability for borrowed money; (ii) obligations evidenced by bonds, debentures, notes or other
similar instruments; (iii) obligations for the deferred purchase price of property acquired by such
Person (excluding accounts payable arising in the ordinary course of business but including all
liabilities created or arising under any conditional sale or other title retention agreement with
respect to any such property); (iv) redemption obligations in respect of mandatorily redeemable
Preferred Stock; (v) obligations as lessee under Capital Leases; (vi) the amount of unfunded
benefit liabilities (as defined in section 4001(a)(18) of ERISA); (vii) obligations under
acceptance facilities; (viii) obligations under sale/leaseback transactions; (ix) Swap Obligations;
(x) obligations secured by any Liens (other than Excepted Liens), whether or not the obligations
have been assumed; and (xi) Guarantee Obligations with respect to liabilities of a type described
in any of clauses (i) through (x) above.



“Interest Expense” means, with respect to any period, the sum, without duplication, of (i) all
interest and prepayment charges in respect of any Indebtedness (including imputed interest in
respect of Capitalized Lease Obligations and net costs of interest rate Swap Agreements) deducted
in determining Net Income for such period, together with all interest capitalized or deferred
during such period and not deducted in determining Net Income for such period, plus
(ii) all debt discount and expenses amortized or required to be amortized in the determination of
Net Income for such period.



“Interest Period” means, with respect to any LIBOR Loan, the period commencing on the date
such Loan is made and ending, as the Borrower may select pursuant to Sections 2.4 and 2.6, on the
numerically corresponding day in the first, second, third or sixth calendar month thereafter,
except that each such Interest Period that commences on the last Business Day of a calendar month
(or on any day for which there is no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Business Day of the appropriate subsequent calendar month;
provided that the foregoing provisions relating to Interest Periods are subject to the following:




a. No Interest Period may extend beyond the Termination Date; and




b. If an Interest Period would end on a day that is not a Business Day, such Interest
Period shall be extended to the next Business Day unless such Business Day would fall in the
next calendar month, in which event such Interest Period shall end on the immediately
preceding Business Day.



“Interest Rate Election Notice” means a notice from the Borrower in substantially the form of
Exhibit B hereto.



“Lending Office” means, with respect to any Bank the Lending Office of such Bank (or of an
Affiliate of such Bank) designated on the signature pages hereof or such other office of such Bank
(or of an Affiliate of such Bank) as such Bank may from time to time specify to the Borrower and
the Administrative Agent as the office at which its Loans are to be made and maintained.



“L/C Issuer” means BOKF, in its capacity as the issuer of Letters of Credit hereunder, and
each of its successors in such capacity as provided in Section 2.2.13. In the event that any other
Bank hereunder issues one or more Letters of Credit at the request of the L/C Issuer pursuant to
Section 2.2.5, the term “L/C Issuer” shall mean such Bank with respect to the Letters of Credit
issued by such Bank.



“L/C Obligations” means the aggregate undrawn face amount of all outstanding Letters of Credit
and outstanding obligations of the Borrower to reimburse the Administrative Agent (for the account
of the L/C Issuer) for all drawings under a Letter of Credit.



“Letter of Credit” means any letter of credit issued pursuant to Section 2.2.



“Letter of Credit Application Agreement” has the meaning set forth in Section 2.2.2.



“Letter of Credit Payment Date” has the meaning set forth in Section 2.2.7.



“Leverage Ratio” means, as of the last day of any completed fiscal quarter of the Borrower,
the ratio of (i) Total Consolidated Indebtedness as of such date to (ii) Adjusted EBITDAR for the
period of four (4) consecutive fiscal quarters ending on such date.



“LIBOR Loan” means any Revolving Credit Loan when and to the extent that the interest rate
therefor is determined by reference to the LIBOR Rate.



“LIBOR Margin” has the meaning set forth on the Pricing Schedule.



“LIBOR Rate” means, (i) for any LIBOR Loan for the applicable Interest Period, the rate per
annum (expressed to the fifth decimal place) equal to (A) the rate of interest which is identified
and normally published by ICE Benchmark Administration as the offered rate for loans in Dollars for
such Interest Period as of 11:00 a.m. (London time), on the second full Business Day next preceding
the first day of such Interest Period (unless such date is not a Business Day, in which event the
next succeeding Business Day will be used), plus (B) the maximum reserve requirement, if any, then
imposed under Regulation D for “Eurocurrency Liabilities” (as defined therein), and (ii) to the
extent the Base Rate on any day is determined by reference to the LIBOR Rate, a rate (expressed to
the fifth decimal place) equal to (A) the rate of interest which is identified and normally
published by ICE Benchmark Administration for loans in Dollars for thirty (30) day periods as of
11:00 a.m. (London time), on each Business Day plus (ii) the maximum reserve requirement, if any,
then imposed under Regulation D for “Eurocurrency Liabilities” (as defined therein);
provided, however, that if the LIBOR Rate determined as provided above (or pursuant
to the following sentence) shall be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement. If ICE Benchmark Administration no longer reports the LIBOR Rate or the
Administrative Agent determines in good faith that the rate so reported no longer accurately
reflects the rate available to the Banks in the London Interbank Market or if such index no longer
exists or accurately reflects the rate available to the Administrative Agent in the London
Interbank Market, the Administrative Agent may select a comparable replacement index in its
reasonable discretion.



“Lien” means any mortgage, deed of trust, pledge, security interest, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), of preference, priority,
or other security agreement or preferential arrangement, charge, or encumbrance of any kind or
nature whatsoever (including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the UCC or comparable law of any
jurisdiction to evidence any of the foregoing).



“LinkEx” means LinkEx, Inc., a Texas corporation.



“Loan Documents” means this Agreement, the Notes, any Letters of Credit (and the Letter of
Credit Application Agreement or any reimbursement agreement executed by Borrower and required by
the L/C Issuer or the Administrative Agent in connection with the issuance of same), the
Guaranties, the Collateral Documents, any Specified Swap Agreements, the Fee Letter and any and all
other instruments executed or delivered by the Borrower and its Subsidiaries in connection with the
foregoing, together with all amendments, substitutions, renewals and extensions hereof and thereof.



“Loans” means the Revolving Credit Loans and the Swing Line Loans, or any or all of them as
the context may require.



“Majority Banks” means, at any time, Banks holding more than fifty percent (50%) of the
Aggregate Outstanding Credit Exposure or, if no such principal amount is then outstanding, Banks
representing more than fifty percent (50%) of the Revolving Credit Commitment. The outstanding
portion of the Outstanding Credit Exposure held or deemed held by any Defaulting Bank shall be
excluded for purposes of making a determination of Majority Banks.



“Matured Default” means any of the events or circumstances specified in Section 8, provided
that there has been satisfied any requirement in connection with such event for the giving of
notice, or the lapse of time, or the happening of any further condition, event or act.



“Moody’s” means Moody’s Investors Service, Inc. and its successors.



“Mortgage” means, as to each Mortgaged Property, a real estate mortgage, deed of trust or
other instrument executed by the Borrower or a Subsidiary in favor of the Collateral Agent in order
to grant the Collateral Agent a Lien thereon to secure the Obligations and the Prudential
Obligations. The Mortgages existing as of the Effective Date are identified on Schedule 1.1 hereto.



“Mortgaged Properties” means (i) the terminal facilities located on the tract or tracts of
land more particularly identified on Schedule 1.1 attached hereto, and (ii) any other real
Properties (in addition to those described in the foregoing clause (i)) in which a Lien may at any
time be granted to the Collateral Agent to secure the Obligations. As to each of such Properties,
the term “Mortgaged Property” includes all land, buildings, structures, improvements, fixtures and
other property rights relating thereto which are considered real property under the laws of the
state or jurisdiction in which such Property is located.



“Multiemployer Plan” means any Plan which is a “multiemployer plan” (as such term is defined
in Section 4001(a)(3) of ERISA).



“Net Cash Flow” means Adjusted EBITDAR less the sum of Rental Expense, cash taxes, Unfinanced
Capital Expenditures, dividends and distributions paid by the Borrower, and treasury stock
purchases (to the extent permitted by Section 7.12(b)).



“Net Income” means, for any period of determination, with respect to the Borrower and its
Subsidiaries (other than any Subsidiary which is restricted from declaring or paying dividends or
otherwise advancing funds to its parent whether by contract or otherwise), the cumulative
Consolidated net income earned during such period as determined in accordance with GAAP.



“Non-Excluded Taxes” shall have the meaning set forth in Section 2.19.1.



“Notes” means the promissory notes, each dated as of the Effective Date, to be delivered by
the Borrower pursuant to Section 2.10 of this Agreement payable to the order of each respective
Bank in the principal amount of its Commitment.



“Obligations” means (a) all liabilities, obligations and indebtedness, of every kind and
description and howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now existing or hereafter arising, and whether joint, several, or joint and several, of
the Borrower or any Subsidiary to the Banks, either Agent or the L/C Issuer, arising under or
evidenced by this Agreement or any of the other Loan Documents, including the principal balance of
the Loans, all interest accrued thereon (including interest accruing on the Notes after the
commencement of any proceeding under any Debtor Relief Laws, notwithstanding any provision or rule
of law which might restrict the rights of the Bank, as against the Borrower or any other Person, to
collect such interest), all L/C Obligations, all loan fees, legal fees and other fees and expenses
payable to the Banks and the Agents as set forth in this Agreement and the other Loan Documents,
and all reimbursement and indemnification obligations as set forth in this Agreement and the other
Loan Documents, (b) all Swap Obligations of the Borrower or any Subsidiary under any Specified Swap
Agreement, and (c) all obligations under any Treasury Management Agreement between the Borrower or
any Subsidiary and any Bank (or any Affiliate of a Bank); provided, however, that
the “Obligations” of any Guarantor shall not include any Excluded Swap Obligations with respect to
such Guarantor.



“Officer’s Certificate” means a certificate signed in the name of the Borrower by an
Authorized Officer of the Borrower, in substantially the form attached hereto as Exhibit C
hereto.



“Operating Lease” means any lease of any property (whether real, personal or mixed) which is
not a Capital Lease.



“Other Taxes” means all present or future stamp, court or documentary, intangible, recording,
filing or similar Taxes that arise from any payment made under, from the execution, delivery,
performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document.



“Outstanding Credit Exposure” means, as to any Bank at any time, the sum of (i) the aggregate
principal amount of its Revolving Credit Loans outstanding at such time plus (ii) an amount
equal to its Pro Rata Share of the L/C Obligations and Swing Line Loans outstanding at such time.



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



“Permitted Acquisition” means an Acquisition permitted under Section 7.3(l).



“Permitted Liens” mean those Liens described in subsections (a) through (e) of Section 7.1.



“Person” means an individual, partnership, corporation, business trust, joint stock company,
trust, unincorporated association, joint venture, Governmental Authority, or other entity of
whatever nature.



“Personal Property Collateral” means all of the following items and types of personal property
of the Borrower and its Subsidiaries, of every kind and character, whether now owned and existing
or hereafter acquired or arising, wherever located, together with all accessions thereto,
substitutions and replacements therefor, and all proceeds (including insurance proceeds) and
products thereof: (i) all Receivables, contracts, contract rights, electronic chattel paper, tax
refunds, indemnification rights, warranty claims, commercial tort claims and general intangibles,
(ii) all Rolling Stock, furniture, fixtures, machinery, equipment, tools, tooling, inventory and
other goods, (iii) all patents, patent applications, trademarks, trademark applications, trade
names, copyrights, copyright applications, software license rights and other intellectual property
rights, (iv) all securities, financial assets and other investment property, (v) all promissory
notes, instruments, chattel paper and documents, (vi) all letter-of-credit rights, (vii) all
as-extracted collateral, (viii) all deposit accounts and certificates of deposit, (ix) all cash,
cash equivalents and money, and (x) all Equity Interests held by the Borrower in its Subsidiaries.



“Plan” means any defined benefit pension plan which is covered by Title IV of ERISA and in
respect of which the Borrower or a Commonly Controlled Entity is an “employer” as defined in
Section 3(5) of ERISA.



“Preferred Stock” means any class of capital stock of a corporation that is preferred over any
other class of capital stock of such corporation as to the payment of dividends or the payment of
any amount upon liquidation or dissolution of such corporation.



“Pricing Schedule” means the Pricing Schedule attached hereto and designated as such.



“Principal Office” means the principal office of each Bank, as listed on its signature page
hereto.



“Pro Rata Share” means the proportion which each Bank’s Commitment bears to the Revolving
Credit Commitment at the time of determination thereof.



“Property” means any asset or property, whether real, personal or mixed, tangible or
intangible, which is now or at any time hereafter owned, operated or leased by the Borrower or any
Subsidiary.



“Prudential” means, individually and collectively, The Prudential Insurance Company of America
and any other holders from time to time of the Prudential Term Notes, and each of their respective
successors and assigns.



“Prudential Agreement” means the Second Amended and Restated Master Shelf Agreement, dated as
of March 6, 2015, to be entered into between the Borrower and Prudential, as it may be amended from
time to time.



“Prudential Intercreditor Agreement” means the Intercreditor and Collateral Agency Agreement
dated as of June 26, 2009, among Prudential, the Administrative Agent, the Banks and the Collateral
Agent, as it may be amended or modified from time to time.



“Prudential Note Documents” means, collectively, the Prudential Agreement, the Prudential Term
Notes and the Prudential Note Guaranties, and any and all other instruments executed or delivered
by the Borrower and its Subsidiaries in connection with the foregoing, together with all
amendments, substitutions, renewals and extensions thereof.



“Prudential Note Guaranties” means those certain guaranty agreements of the Note Guarantors
(as defined in the Prudential Agreement) guarantying the payment of the Prudential Term Notes.



“Prudential Obligations” means all liabilities, obligations and indebtedness, of every kind
and description and howsoever created, arising or evidenced, whether direct or indirect, absolute
or contingent, now existing or hereafter arising, and whether joint, several, or joint and several,
of the Borrower or any Subsidiary to the holders of the Prudential Term Notes, arising under or
evidenced by the Prudential Agreement or the Prudential Note Documents, including the principal
balance of the Prudential Term Notes, all interest accrued thereon (including interest accruing on
the Prudential Term Notes after the commencement of any proceeding under any Debtor Relief Laws,
notwithstanding any provision or rule of law which might restrict the rights of any holder of the
Prudential Term Notes, as against the Borrower or any other Person, to collect such interest), all
yield-maintenance amounts, all fees and expenses (including legal fees) payable to the holders of
the Prudential Term Notes as set forth in the Prudential Agreement and the Prudential Note
Documents, and all reimbursement and indemnification obligations as set forth in the Prudential
Agreement and the Prudential Note Documents. In the event any portion of the Prudential Obligations
is refinanced in a transaction permitted by Section 7.2(e), all references herein to the Prudential
Obligations shall be deemed to include such refinanced Indebtedness.



“Prudential Term Notes” means all promissory notes issued under the terms of the Prudential
Agreement.



“Purchaser” has the meaning set forth in Section 10.3.1.



“Qualified ECP Guarantor” means, in respect of any Swap Obligation, the Borrower and each
Guarantor that is not an individual and (a) that has total assets exceeding $10,000,000 at the time
the relevant Guarantee Obligation or grant of the relevant security interest becomes effective with
respect to such Swap Obligation or (b) that otherwise constitutes an “eligible contract
participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can
cause another person to qualify as an “eligible contract participant” at such time by entering into
a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.



“Receivable” means any account, account receivable or other right to payment.



“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as
amended or supplemented from time to time.



“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as
amended or supplemented from time to time.



“Related Party” means (i) any Shareholder, (ii) any executive officer or director of the
Borrower, (iii) all individuals to whom such Persons are related by blood, adoption or marriage,
and (iv) all Affiliates of the foregoing Persons.



“Rental Expense” means with reference to any period, the aggregate amount of all payments for
rent or additional rent (including all payments for taxes and insurance made directly to the
lessor, but excluding payments for maintenance, repairs, alterations, construction, demolition and
the like) for which the Borrower or Subsidiaries are directly or indirectly liable (as lessee or as
guarantor or other surety) under all Operating Leases in effect at any time during such period.



“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA or the
regulation thereunder, a withdrawal from a plan described in Section 4063 of ERISA, or a cessation
of operations described in Section 4062(e) of ERISA.



“Revolving Credit Commitment” means the aggregate Commitments of the Banks. The initial amount
of the Revolving Credit Commitment is $250,000,000.



“Revolving Credit Loans” has the meaning assigned to such term in Section 2.1.



“Rolling Stock” means new and used trucks, tractors, trailers, lifts and forklifts, together
with all attachments and accessions to any of the foregoing, owned by the Borrower and its
Subsidiaries and used or useable in the operation of their respective businesses.



“Saia Metrogo” means Saia Metrogo, LLC, a Texas limited liability company.



“Sanctioned Country” means, at any time, a country, region or territory which is itself the
subject or target of any Sanctions (as of the date of this Agreement, Crimea, Cuba, Iran, North
Korea, Sudan and Syria).



“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of
designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the
Treasury, the U.S. Department of State, or by the United Nations Security Council, the European
Union or any European Union member state, (b) any Person operating, organized or resident in a
Sanctioned Country, or (c) any Person owned or controlled by any such Person or Persons described
in the foregoing clauses (a) or (b).



“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered
or enforced from time to time by (a) the U.S. government, including those administered by the
Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State, or (b) the United Nations Security Council, the European Union, any European Union member
state or Her Majesty’s Treasury of the United Kingdom.



“S&P” means Standard & Poor’s Financial Services LLC and its successors.



“SCS” means SCS Transportation, Inc., a Delaware corporation.



“SEC” means the Securities and Exchange Commission (or any governmental body or agency
succeeding to the function of the Securities and Exchange Commission).



“Secured Parties” means (i) the Administrative Agent, (ii) the Collateral Agent, (iii) the
Banks, (iv) the L/C Issuer, (v) all other Persons from time to time holding any of the Obligations
or a participation therein, including any Bank or any Affiliate of a Bank counterparty to a
Specified Swap Agreement or a Treasury Management Agreement with the Borrower or any Subsidiary,
(vi) the holders of the Prudential Term Notes, and (vii) all other Persons from time to time
holding any of the Prudential Obligations or a participation therein.



“Security Agreement” means the Second Amended and Restated Security Agreement, dated as of the
Effective Date, to be executed by the Borrower and each of the Existing Subsidiaries (other than
SCS) in favor of the Collateral Agent for the benefit of the Secured Parties.



“Shareholder” means any Person who owns, beneficially or of record, directly or indirectly, at
any time during any year with respect to which a computation is being made, either individually or
together with all persons to whom such Person is related by blood, adoption or marriage, 5% or more
of the outstanding Equity Interests of the Borrower which by the terms thereof have ordinary voting
power under ordinary circumstances to elect a majority of the board of directors of the Borrower.



“SMF” means Saia Motor Freight Line, LLC, a Louisiana limited liability company (formerly Saia
Motor Freight Line, Inc.).



“Solvent” means, with respect to any Person as of a particular date, that on such date
(a) such Person is able to pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business, (b) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay
as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a
business or a transaction, and is not about to engage in a business or a transaction, for which
such Person’s property would constitute unreasonably small capital after giving due consideration
to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the
fair value of the property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person, and (e) the present fair
salable value of the assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and matured. In
computing the amount of contingent liabilities at any time, it is intended that such liabilities
will be computed at the amount which, in light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual or matured
liability.



“Specified Swap Agreement” means any Swap Agreement in respect of interest rates, currency
exchange rates, commodities, weather, power or emissions entered into by the Borrower or any
Guarantor and any Person that is a Bank or an Affiliate of a Bank at the time such Swap Agreement
is entered into (or, in respect of any Swap Agreement entered into prior to the Effective Date, any
Person that was a Bank or an Affiliate of a Bank on the Effective Date), which has been designated
as a “Specified Swap Agreement” by such Bank and the Borrower, by notice to the Administrative
Agent not later than 15 days after the later of (i) the Effective Date and (ii) the execution and
delivery by the Borrower or any Guarantor of such Swap Agreement (or such later date agreed by such
Bank and the Borrower, but in no event more than 30 days after such later date referred to above);
provided that for purposes of determining any Guarantee Obligations of any Guarantor pursuant to
the applicable Guaranty, the definition of “Specified Swap Agreement” shall not create any
guarantee by any Guarantor of (or grant of security interest by any Guarantor to support, if
applicable) any Excluded Swap Obligation of such Guarantor.



“Subsidiary” of a Person means any corporation, association, partnership or other business
entity of which more than 50% of the outstanding Equity Interests having by the terms thereof
ordinary voting power under ordinary circumstances to elect a majority of the board of directors or
Persons performing similar functions (or, if there are no such directors or Persons, having general
voting power) of such entity (irrespective of whether at the time Equity Interests of any other
class or classes of such entity shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such Person, by such
Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person.
Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary
of the Borrower.



“Swap Agreement” means, any agreement, contract or transaction that constitutes a “swap”
within the meaning of Section 1a(47) of the Commodity Exchange Act, including any agreement with
respect to any swap, forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination of these
transactions.



“Swap Obligations” means, with respect to any Person, 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
(a) any and all Swap Agreements and (b) any and all cancellations, buy backs, reversals,
terminations or assignments of any Swap Agreement transaction. For the purposes of this Agreement,
the amount of the obligation under any Swap Agreement shall be the amount determined in respect
thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the
assumption that such Swap Agreement had terminated at the end of such fiscal quarter, and in making
such determination, if any agreement relating to such Swap Agreement provides for the netting of
amounts payable by and to such Person thereunder or if any such agreement provides for the
simultaneous payment of amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.



“Swing Line Borrowing Notice” shall have the meaning set forth in Section 2.21.2.



“Swing Line Commitment” means the obligation of the Swing Line Lender to make Swing Line Loans
up to a maximum principal amount of $10,000,000 in the aggregate.



“Swing Line Lender” means BOKF, in its capacity as swingline lender and any successor in such
capacity.



“Swing Line Loan” means a Loan made by the Swing Line Lender to the Borrower pursuant to
Section 2.21.



“Tangible Assets” means the consolidated assets of the Borrower and its Subsidiaries
less, without duplication, (i) all intangible assets, including goodwill, licenses,
organizational expense, unamortized debt discount and expense carried as an asset, and any write-up
in the book value of assets, and (ii) all reserves for depreciation and other asset valuation
reserves (but excluding reserves for federal, state, and other income taxes), net of accumulated
amortization.



“Taxes” shall have the meaning set forth in Section 2.19.1.



“Termination Date” means March 6, 2020.



“Total Debt Service” means, as of any calculation date, the sum of (i) Interest Expense for
the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date,
plus (ii) the current maturities of long-term Consolidated Funded Indebtedness (including
Capitalized Lease Obligations) of the Borrower and its Subsidiaries as of such calculation date,
plus (iii) any prepayments made on the Prudential Obligations during the period of four (4)
consecutive fiscal quarters most recently ended on or prior to such date (but excluding any such
prepayments which were made in connection with a refinancing permitted under Section 7.2(e)).



“Total Consolidated Indebtedness” means, as of any calculation date, the Consolidated
Indebtedness of the Borrower and its Subsidiaries as of such date, plus six (6) times
Rental Expense for the period of four (4) consecutive fiscal quarters most recently ended on or
prior to such date.



“Transfer” means, with respect to any item of Property, the sale, exchange, conveyance, lease,
transfer or other disposition of such item.



“Treasury Management Agreement” means any agreement governing the provision of treasury or
cash management services by any depository or financial institution to the Borrower or any of its
Subsidiaries, including deposit accounts, funds transfer, overdrafts, credit or debit cards,
purchasing cards, automated clearinghouse, zero balance accounts, returned check concentration,
controlled disbursement, lockbox, account reconciliation and reporting and trade finance services.



“UCC” means the Uniform Commercial Code as adopted and in effect in the State of Oklahoma or
any other relevant jurisdiction.



“Unfinanced Capital Expenditures” means, for any period of determination, all Capital
Expenditures of the Borrower and its Subsidiaries which are not funded with borrowed money.



“Unused Portion Fee” means the fee required by Section 2.9.1.



“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of
2001, as amended from time to time, and the rules and regulations promulgated hereunder from time
to time in effect.



“Wholly Owned Subsidiary” means, with respect to the Borrower, any Subsidiary (i) all of the
Equity Interests of which are, at the time as of which any determination is being made, owned by
the Borrower either directly or through one or more other Wholly Owned Subsidiaries, and (ii) which
has outstanding no options, warrants, rights or other securities entitling the holder thereof
(other than the Borrower or a Wholly Owned Subsidiary) to acquire any Equity Interests in such
Subsidiary.



1.2. Accounting Principles, Terms and Determinations. Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all determinations with respect to accounting
matters hereunder shall be made, and all financial data, statements and certificates and reports as
to financial matters required to be furnished hereunder (including financial ratios and other
financial calculations) shall be prepared, in accordance with GAAP applied on a basis consistent
with the most recent audited financial statements of the Borrower referred to in Section 4.4. If at
any time any Accounting Change (as defined below) would affect the computation of any financial
ratio or other financial calculation set forth in this Agreement, (i) such ratio or calculation
shall continue to be made in accordance with GAAP as in effect on December 31, 2014, and (ii) the
Borrower shall provide to the Administrative Agent and the Banks a reconciliation between such
ratio or calculation made before and after giving effect to such Accounting Change. For purposes of
this Section 1.2, an “Accounting Change” means (A) any change in accounting principles
required by GAAP and implemented by the Borrower, (B) any change in accounting principles
recommended by the Borrower’s independent accountants; and (C) any change in carrying value of the
Borrower’s or any of its Subsidiaries’ assets, liabilities or equity accounts resulting from any
adjustments that, in each case, were applicable to, but not included in, the audited financial
statements referred to in Section 4.4. Without limiting the foregoing, any changes to lease
accounting that requires the assets and liabilities arising under operating leases to be recognized
in any statement of financial position shall be excluded from such method of calculation for
purposes hereof. For purposes of determining compliance with the financial covenants contained in
Sections 6.1 and 6.2, any election by the Borrower to measure an item of Indebtedness using fair
value (as permitted by Accounting Standards Codification 825-10 or any similar accounting standard)
shall be disregarded and such determination shall be made as if such election had not been made.



1.3. Terms Defined in UCC. Except as otherwise defined herein, terms used herein that are defined
in Article 9 of the UCC are used herein with the same meanings.



1.4. Times of Day. Unless otherwise specified, all references herein to times of day are
references to Central time (daylight or standard, as applicable).



1.5. Construction. The following rules of interpretation and construction shall apply, unless the
context otherwise requires: (a) all terms defined herein in the singular shall include the plural,
as the context requires, and vice versa; (b) the descriptive headings of the sections of this
Agreement are for convenience only and shall not be used in the construction of the content of this
Agreement; (c) references to sections when used in this Agreement refer to specific sections of
this Agreement; (d) the words “hereof,” “herein” and “hereunder” and words of similar import when
used in this Agreement refer to this Agreement as a whole and not to any particular provision of
this Agreement; (e) the term “or” is not exclusive; (f) the term “including” (or any form thereof)
is not intended to be limiting or exclusive; (g) any reference herein to any Person shall be
construed to include such Person’s successors and assigns; and (h) any reference to any statute or
regulation shall include all statutory and regulatory provisions consolidating, amending, replacing
or interpreting such statute or regulation, and any reference to any statute or regulation shall,
unless otherwise specified, refer to such statute or regulation as amended, modified or
supplemented from time to time. Unless the context requires otherwise, any definition of or
reference herein to any agreement, instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein).




	2.	 	LENDING COMMITMENT





2.1. Revolving Credit Loans. Each Bank agrees, on the terms and conditions hereinafter set forth,
to make its Pro Rata Share of Loans (each, a “Revolving Credit Loan” and collectively, the
"Revolving Credit Loans”) to the Borrower from time to time during the period from the
Effective Date up to but not including the Termination Date, in an aggregate principal amount not
to exceed at any time such Bank’s Commitment; provided, however, that after giving effect to the
making of any Revolving Credit Loan, (i) the Aggregate Outstanding Credit Exposure shall not exceed
the Revolving Credit Commitment, and (ii) as to any Bank, the sum of its Pro Rata Share of the
aggregate outstanding amount of the Revolving Credit Loans, plus such Bank’s Pro Rata Share of the
outstanding amount of all L/C Obligations, plus such Bank’s Pro Rata Share of the outstanding
amount of all Swing Line Loans shall not exceed such Bank’s Commitment. Subject to the other terms
and conditions hereof, amounts borrowed under this Section 2.1 may be repaid and reborrowed from
time to time. Each Revolving Credit Loan which shall not utilize the Revolving Credit Commitment in
full shall be in an amount not less than One Million Dollars ($1,000,000). Any request for a
Revolving Credit Loan for a lesser amount shall be made as a Swing Line Loan. Pursuant to the terms
and conditions set forth herein, the Revolving Credit Loans may be outstanding as Base Rate Loans
or LIBOR Loans. Each type of Revolving Credit Loan shall be made and maintained by each Bank at its
Lending Office for such type of Loan. The failure of any Bank to advance its Pro Rata Share of any
requested Revolving Credit Loan to be made by it on the date specified for such Loan shall not
relieve any other Bank of its obligation (if any) to make such Loan on such date, but no Bank shall
be responsible for the failure of any other Bank to make such Loans to be made by such other Bank.



2.2. Letters of Credit.




2.2.1. The L/C Issuer hereby agrees, on the terms and conditions set forth in this
Agreement, to issue stand-by and commercial letters of credit (each, a “Letter of
Credit”) and to renew, extend, increase, decrease or otherwise modify each Letter of Credit
from time to time from and including the Effective Date and prior to the Termination Date upon
the request of Borrower, provided that, immediately after each such Letter of Credit is issued,
renewed, extended, increased or otherwise modified, (i) the aggregate outstanding principal
amount of all outstanding L/C Obligations shall not exceed $100,000,000, and (ii) the Aggregate
Outstanding Credit Exposure shall not exceed the Revolving Credit Commitment. Each Letter of
Credit shall have an expiry date not later than one year from the date of issuance, subject to
renewal terms allowing for annual extensions, provided that in no event shall any Letter of
Credit have a final expiry which is later than the thirtieth (30th) Business Day
prior to the Termination Date.




2.2.2. Subject to Section 2.2.1, the Borrower shall give the L/C Issuer notice at least one
(1) Business Day prior to the proposed date of issuance or modification of each Letter of
Credit, specifying the account party (which must be the Borrower or a Subsidiary), the
beneficiary, the proposed date of issuance (or modification) and the expiry date of such Letter
of Credit, and describing the proposed terms of such Letter of Credit and the nature of the
transactions proposed to be supported thereby. The issuance or modification by the L/C Issuer of
any Letter of Credit shall, in addition to the conditions precedent set forth in Section 3 (the
satisfaction of which the L/C Issuer shall have no duty to ascertain), be subject to the
conditions precedent that such Letter of Credit shall be satisfactory to the L/C Issuer and that
Borrower and the account party (if other than Borrower) shall have executed and delivered such
application agreement and/or such other instruments and agreements relating to such Letter of
Credit as the L/C Issuer shall have reasonably requested (each, a “Letter of Credit
Application Agreement”). In the event of any conflict between the terms of this Agreement
and the terms of any Letter of Credit Application Agreement, the terms of this Agreement shall
control.




2.2.3. Notwithstanding anything to the contrary contained herein or in any Letter of Credit
Application Agreement, the L/C Issuer shall not be under any obligation to issue any requested
Letter of Credit if:




(a) any order, judgment or decree of any governmental authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit,
or any legal requirement applicable to the L/C Issuer or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall impose upon the
L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect
on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Effective Date and which the L/C Issuer in good
faith deems material to it;




(b) except as otherwise agreed by the L/C Issuer, such Letter of Credit is to be
denominated in a currency other than Dollars;




(c) a default of any Bank’s obligations to fund under Section 2.2.7 exists or any Bank
is at such time a Defaulting Bank hereunder, unless the L/C Issuer has entered into
satisfactory arrangements with the Borrower or such Bank to eliminate the L/C Issuer’s risk
with respect to such Bank; or




(d) the beneficiary of a Letter of Credit which is requested to be issued does not
accept the proposed Letter of Credit.




2.2.4. Upon the issuance of each Letter of Credit, the Borrower shall pay to the L/C Issuer
for its own account an issuance (fronting) fee equal to 0.100% of the face amount of such Letter
of Credit.




2.2.5. In the event that the beneficiary of any Letter of Credit requested to be issued
hereunder will not accept a Letter of Credit issued by the L/C Issuer, the L/C Issuer will use
commercially reasonable efforts to arrange for another Bank to issue the requested Letter of
Credit. The Borrower shall pay any issuance or fronting fees charged by the issuing Bank, and
the Borrower acknowledges that such fees may be higher than the issuance fee provided for in
Section 2.2.4.




2.2.6. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the L/C Issuer or
the Bank, the L/C Issuer hereby grants to each Bank, and each Bank hereby acquires from the L/C
Issuer, a participation in such Letter of Credit equal to such Bank’s Pro Rata Share of the
aggregate amount available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Bank hereby absolutely and unconditionally agrees to pay to
the L/C Issuer such Bank’s Pro Rata Share of each payment made by the L/C Issuer upon any
drawing and not reimbursed by the Borrower on the Letter of Credit Payment Date as provided in
Section 2.2.7, or of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Bank acknowledges and agrees that its obligation to acquire participations pursuant
to this Section 2.2.6 in respect of Letters of Credit is absolute and unconditional and shall
not be affected by any circumstance whatsoever, including any amendment, renewal or extension of
any Letter of Credit or the occurrence and continuance of any Default or reduction or
termination of the Revolving Credit Commitment, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.




2.2.7. Upon receipt from the beneficiary of any demand for payment under any Letter of
Credit, the L/C Issuer shall promptly notify the Borrower and the Administrative Agent as to the
amount to be paid by the L/C Issuer as a result of such demand and the proposed payment date
(each, a “Letter of Credit Payment Date”). The Borrower and any other applicable account
party shall be irrevocably and unconditionally obligated to reimburse the L/C Issuer on or by
the applicable Letter of Credit Payment Date for any amounts to be paid by the L/C Issuer upon
any drawing under any Letter of Credit, without presentment, demand, protest or other
formalities of any kind. All such amounts paid by the L/C Issuer and remaining unpaid by the
Borrower and any other applicable account party shall bear interest, payable on demand, for each
day until paid at a rate per annum equal to (i) the applicable Adjusted Base Rate for such day
if such day falls on or before the applicable Letter of Credit Payment Date and (ii) the sum of
2% plus the Adjusted Base Rate applicable for such day if such day falls after such
Letter of Credit Payment Date.




2.2.8. If the Borrower fails to make such payment when due, the Administrative Agent shall
notify each Bank of such drawing, the payment amount then due from the Borrower in respect
thereof and such Bank’s Pro Rata Share thereof. Promptly following receipt of such notice, each
Bank shall pay to the Administrative Agent (for the account of the L/C Issuer) its Pro Rata
Share of the payment then due from the Borrower, in the same manner as provided in Section 2.1
with respect to Revolving Credit Loans made by such Bank, and the amounts so paid to the
Administrative Agent shall be deemed Revolving Credit Loans for purposes of this Agreement.




2.2.9. If after the date hereof, any Change in Law shall impose, modify or deem applicable
any tax, reserve, special deposit or similar requirement against or with respect to or measured
by reference to Letters of Credit issued or to be issued hereunder, and the result shall be to
increase the cost to the L/C Issuer of issuing or maintaining any Letter of Credit, or reduce
any amount receivable hereunder by the L/C Issuer in respect of any Letter of Credit (which
increase in cost, or reduction in amount receivable, shall be the result of the L/C Issuer’s
reasonable allocation of the aggregate of such increases or reductions resulting from such
event), then, upon demand by the L/C Issuer, the Borrower agrees to pay to the L/C Issuer, from
time to time as specified by the L/C Issuer, such additional amounts as shall be sufficient to
compensate the L/C Issuer for such increased costs or reductions in amounts received by the L/C
Issuer. A certificate of the L/C Issuer submitted by the L/C Issuer to the Borrower shall be
conclusive as to the amount thereof in the absence of manifest error.




2.2.10. The obligations of Borrower and any other applicable account parties under this
Section 2.2 shall be absolute and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim or defense to payment which Borrower or any of the foregoing account
parties may have or have had against the L/C Issuer or any beneficiary of a Letter of Credit.
The Borrower and the applicable account parties further agree with the L/C Issuer that the
obligation for reimbursement in respect of any Letter of Credit shall not be affected by 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 the Borrower and any other applicable account parties, or any of their
Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party
to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of the
Borrower or any other applicable account parties, or any of their Affiliates, against the
beneficiary of any Letter of Credit or any such transferee. The responsibility of the L/C Issuer
to the Borrower shall be only to determine that the documents (including each demand for
payment) delivered under each Letter of Credit in connection with such presentment shall be in
conformity in all material respects with such Letter of Credit. The L/C 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 Letter of Credit. The
Borrower and any other applicable account parties agree that any action taken or omitted by the
L/C Issuer under or in connection with each Letter of Credit and the related drafts and
documents, if done in good faith and without willful misconduct or gross negligence, shall be
binding upon them and shall not put the L/C Issuer under any liability to any of them.




2.2.11. The L/C Issuer shall be entitled to rely, and shall be fully protected in relying
upon, any Letter of Credit, 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 L/C Issuer.




2.2.12. The Borrower hereby agrees to indemnify and hold harmless the L/C Issuer, and its
respective directors, officers and employees from and against any and all claims and damages,
losses, liabilities, costs or expenses which the L/C Issuer may incur (or which may be claimed
against the L/C Issuer by any Person whatsoever) by reason of or in connection with the
execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or
any actual or proposed use of any Letter of Credit, including, without limitation, any claims,
damages, losses, liabilities, costs or expenses which the L/C Issuer may incur by reason of or
on account of the L/C Issuer issuing any Letter of Credit which specifies that the term
“beneficiary” included therein includes any successor by operation of law of the named
beneficiary, but which Letter of Credit does not require that any drawing by any such successor
beneficiary be accompanied by a copy of a legal document, satisfactory to the L/C Issuer,
evidencing the appointment of such successor beneficiary; provided that Borrower shall not be
required to indemnify the L/C Issuer for any claims, damages, losses, liabilities, costs or
expenses (x) to the extent, but only to the extent, caused by (i) the willful misconduct or
gross negligence of the L/C Issuer in determining whether a request presented under any Letter
of Credit complied with the terms of such Letter of Credit or (ii) the L/C Issuer’s failure to
pay under any Letter of Credit after the presentation to it of a request strictly complying with
the terms and conditions of such Letter of Credit or (y) which are the subject of or are
incurred in connection with any litigation or proceeding with respect to which (i) the Borrower
or any other applicable account parties, or their Affiliates, on the one hand, and (ii) the L/C
Issuer, on the other hand, are directly opposing parties and with respect to which a final,
non-appealable judgment has been rendered in favor of the Borrower or such other applicable
account party or their Affiliates by a court of competent jurisdiction. Nothing in this
Section 2.2.12 is intended to limit the obligations of Borrower under any other provision of
this Agreement. The provisions of this Section 2.2.12 shall survive termination of this
Agreement.




2.2.13. The L/C Issuer may be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The
Administrative Agent shall notify the Banks of any such replacement of the L/C Issuer. At the
time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued
for the account of the replaced L/C Issuer pursuant to Section 2.2.4. From and after the
effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights
and obligations of the L/C Issuer under this Agreement with respect to Letters of Credit to be
issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to refer
to such successor or to any previous L/C Issuer, or to such successor and all previous L/C
Issuers, as the context shall require. After the replacement of an L/C Issuer hereunder, the
replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and
obligations of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters of Credit.



2.3. Reduction of Revolving Credit Commitment. The Borrower shall have the right, upon at least
three (3) Business Days’ notice to the Administrative Agent, to terminate in whole or reduce in
part the unused portion of the Revolving Credit Commitment, provided that each partial reduction
shall be in the amount of at least One Million Dollars ($1,000,000), and provided further that no
reduction shall be permitted if, after giving effect thereto, and to any prepayment made therewith,
the aggregate outstanding and unpaid principal amount of the Revolving Credit Loans, Swing Line
Loans and Letters of Credit shall exceed the Revolving Credit Commitment. Any reduction in part of
the unused portion of the Banks’ Commitments shall be made in the proportion that each Bank’s
Commitment bears to the Revolving Credit Commitment. The Revolving Credit Commitment, once so
reduced or terminated, may not be reinstated.



2.4. Notice and Manner of Borrowing. To request a Revolving Credit Loan, the Borrower shall deliver
a Borrowing Notice to the Administrative Agent prior to 12:00 noon on the day of each Base Rate
Loan and at least three (3) Business Days before each LIBOR Loan, specifying: (1) the requested
Borrowing Date; (2) the amount of such Loan; (3) the type of Loan; and (4) in the case of a LIBOR
Loan, the duration of the Interest Period applicable thereto. The Administrative Agent shall
promptly notify each Bank of its receipt of a Borrowing Notice for a Revolving Credit Loan. Not
later than 1:00 p.m. on the date of such Revolving Credit Loan, each Bank will make available to
the Administrative Agent at the Administrative Agent’s Principal Office in immediately available
funds, such Bank’s Pro Rata Share of such Revolving Credit Loan. After the Administrative Agent’s
receipt of such funds, not later than 1:00 p.m. on the date of such Revolving Credit Loan and upon
fulfillment of the applicable conditions set forth in Section 3, the Administrative Agent will make
such Revolving Credit Loan available to the Borrower in immediately available funds by crediting
the amount thereof to the following account with the Administrative Agent: Account styled Saia,
Inc. Operating Account, No. 209908769. All Borrowing Notices shall be irrevocable and shall be
given not later than 12:00 noon on the day which is not less than the number of Business Days
specified above for such Borrowing Notice.



2.5. Non-Receipt of Funds by Administrative Agent.




2.5.1. Unless the Administrative Agent shall have received notice from a Bank prior to the
date on which such Bank is to provide funds to the Administrative Agent for a Revolving Credit
Loan to be made by such Bank that such Bank will not make available to the Administrative Agent
such funds, the Administrative Agent may assume that such Bank has made such funds available to
the Administrative Agent on the date of such Revolving Credit Loan in accordance with
Section 2.4 and the Administrative Agent in its sole discretion may, but shall not be obligated
to, in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent such Bank shall not have so made such funds available
to the Administrative Agent, such Bank agrees to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day from the date such
amount is made available to the Borrower by the Administrative Agent until the date such amount
is repaid to the Administrative Agent, at the Federal Funds Rate for the first three days and
thereafter at the interest rate then applicable to the Revolving Credit Loans. If such Bank
shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall
constitute such Bank’s Revolving Credit Loan for purposes of this Agreement. If such Bank does
not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the
Administrative Agent shall promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent with interest thereon, for each day from
the date such amount is made available to the Borrower until the date such amount is repaid to
the Administrative Agent, at the rate of interest applicable at the time to such proposed
Revolving Credit Loan.




2.5.2. Unless the Administrative Agent shall have received notice from the Borrower prior
to the date on which any payment is due to the Banks hereunder that the Borrower will not make
such payment in full, the Administrative Agent may assume that the Borrower has made such
payment in full to the Administrative Agent on such date and the Administrative Agent in its
sole discretion may, but shall not be obligated to, in reliance upon such assumption, cause to
be distributed to each Bank on such due date an amount equal to the amount then due such Bank.
If and to the extent the Borrower shall not have so made such payment in full to the
Administrative Agent, each Bank shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Bank together with interest thereon, for each day from the date such
amount is distributed to such Bank until the date such Bank repays such amount to the
Administrative Agent, at the Federal Funds Rate for the first three (3) days and thereafter at
the interest rate then applicable to the Revolving Credit Loans.



2.6. Conversions and Renewals. The Borrower may elect from time to time to convert all or a part of
one type of Revolving Credit Loan into another type of Revolving Credit Loan or to renew all or
part of a Revolving Credit Loan by giving the Administrative Agent written notice by submitting to
the Administrative Agent an Interest Rate Election Notice at least one (1) Business Day before
conversion into a Base Rate Loan, at least three (3) Business Days before conversion into or
renewal of a LIBOR Loan, specifying: (1) the renewal or conversion date; (2) the amount of the
Revolving Credit Loan to be converted or renewed; (3) in the case of conversions, the type of Loan
to be converted into; and (4) in the case of renewals of or a conversion into LIBOR Loans, the
duration of the Interest Period applicable thereto; provided that (a) the minimum principal amount
of each Revolving Credit Loan outstanding after a renewal or conversion shall be $200,000 in the
case of Base Rate Loans, and $1,000,000 in the case of LIBOR Loans; and (b) LIBOR Loans may be
converted only on the last day of the Interest Period for such Loan. The Administrative Agent shall
promptly notify each Bank of each such notice. All conversions and renewals shall be made in
accordance with each Bank’s Pro Rata Share of the amount to be converted or renewed. All notices
given under this Section 2.6 shall be irrevocable and shall be given not later than 10:00 a.m. on
the day which is not less than the number of Business Days specified above for such notice. If the
Borrower shall fail to give the Administrative Agent the notice as specified above for the renewal
or conversion of a LIBOR Loan prior to the end of the Interest Period with respect thereto, such
LIBOR Loan shall automatically be converted into a Base Rate Loan on the last day of the Interest
Period for such Loan. Notwithstanding anything provided in this Section 2.6 or in Section 2.4, the
Borrower shall have no more than six (6) LIBOR Loans outstanding at any one time.



2.7. Settlement. It is agreed that each Bank’s funded portion of the Revolving Credit Loans is
intended by the Banks to be equal at all times to such Bank’s Pro Rata Share of the outstanding
Revolving Credit Loans. Notwithstanding such agreement, the Administrative Agent, and the other
Banks agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that
in order to facilitate the administration of this Agreement and the other Loan Documents,
settlement among them as to the Revolving Credit Loans shall take place on a periodic basis in
accordance with the following provisions:




2.7.1. The Administrative Agent shall request settlement (“Settlement”) with the
Banks on a weekly basis, or on a more frequent basis if so determined by the Administrative
Agent, (1) with respect to each outstanding Revolving Credit Loan, and (2) with respect to
collections received, in each case, by notifying the Banks of such requested Settlement by
telecopy, telephone, or other similar form of transmission, of such requested Settlement, no
later than 10:00 a.m. on the date of such requested Settlement (the “Settlement Date”).
Each Bank shall make the amount of such Bank’s Pro Rata Share of the outstanding principal
amount of the Revolving Credit Loan with respect to which Settlement is requested available to
the Administrative Agent in same day funds to such account of the Administrative Agent as the
Administrative Agent may designate, not later than 3:00 p.m. on the Settlement Date applicable
thereto, regardless of whether the applicable conditions precedent set forth in Section 3 have
then been satisfied. Such amounts made available to the Administrative Agent shall be applied
against the amount of the applicable Revolving Credit Loan and, together with the portion of
such Revolving Credit Loan representing such Bank’s Pro Rata Share thereof, shall constitute a
Revolving Credit Loan of such Bank. If any such amount is not made available to the
Administrative Agent by any Bank on the Settlement Date applicable thereto, the Administrative
Agent shall be entitled to recover such amount on demand from such Bank together with interest
thereon at the Federal Funds Rate for the first three (3) days from and after such demand and
thereafter at the Interest Rate then applicable to the Revolving Credit Loans.




2.7.2. Notwithstanding the foregoing, not more than one (1) Business Day after demand is
made by the Administrative Agent, each other Bank shall irrevocably and unconditionally purchase
and receive from the Administrative Agent, without recourse or warranty, an undivided interest
and participation in such Revolving Credit Loan to the extent of such Bank’s Pro Rata Share
thereof by paying to the Administrative Agent, in same day funds, an amount equal to such Bank’s
Pro Rata Share of such Revolving Credit Loan. If such amount is not in fact made available to
the Administrative Agent by any Bank, the Administrative Agent shall be entitled to recover such
amount on demand from such Bank together with interest thereon at the Federal Funds Rate for the
first three (3) days from and after such demand and thereafter at the Interest Rate then
applicable to the Revolving Credit Loans.




2.7.3. From and after the date, if any, on which any Bank purchases an undivided interest
and participation in any Revolving Credit Loan pursuant to Section 2.7.2 above, the
Administrative Agent shall, subject to reimbursement to the Administrative Agent for any amounts
due from such Bank, promptly distribute to such Bank at such address as such Bank may request in
writing, such Bank’s Pro Rata Share of all payments of principal and interest received by the
Administrative Agent in respect of such Revolving Credit Loan.




2.7.4. The Administrative Agent shall record on its books the principal amount of the
Revolving Credit Loans owing to each Bank. In addition, each Bank is authorized, at such Bank’s
option, to note the date and amount of each payment or prepayment of principal of such Bank’s
Revolving Credit Loans in its books and records, including computer records, such books and
records constituting rebuttably presumptive evidence, absent manifest error, of the accuracy of
the information contained therein.




2.7.5. All Revolving Credit Loans shall be made by the Banks simultaneously and in
accordance with their Pro Rata Shares. It is understood that (a) no Bank shall be responsible
beyond such Bank’s Commitment for any failure by any other Bank to perform its obligation to
make any Revolving Credit Loans hereunder, (b) no failure by any Banks to perform its obligation
to make any Revolving Credit Loan hereunder shall excuse any other Bank from its obligation to
make any Revolving Credit Loans hereunder, and (c) the obligations of each Bank hereunder shall
be several, not joint and several.



	 	 	 	 	 	 	 
	 	2.8.	 	 	Interest.

2.8.1.

	 	

The Loans shall bear interest as follows:







(a) The outstanding principal amount of the Base Rate Loans shall bear interest on each
day at the Adjusted Base Rate for that day. Any change in the Adjusted Base Rate resulting
from a change in the Base Rate shall be effective as of the opening of business on the day
on which such change in the Base Rate becomes effective.




(b) The outstanding principal amount of each LIBOR Loan shall bear interest for the
applicable Interest Period at the Adjusted LIBOR Rate applicable to such Interest Period.




(c) The outstanding principal amount of each Swing Line Loan shall bear interest on
each day at the Adjusted Base Rate for that day.




2.8.2. Interest on each Loan shall be calculated on the basis of a year consisting of 360
days and for the actual number of days elapsed.




2.8.3. Interest on the Loans shall be paid in arrears in immediately available funds to the
Administrative Agent at its Principal Office for the account of the applicable Lending Office of
each Bank as follows:




(a) For each Base Rate Loan, on the first (1st) day of each month commencing
the first such date after such Loan is made and continuing until the earlier of (i) the date
such Base Rate Loan is paid in full or (ii) the Termination Date.




(b) For each LIBOR Loan, on the earlier of the last day of the Interest Period with
respect to such LIBOR Loan and, if the applicable Interest Period begins in one calendar
quarter and ends in a subsequent calendar quarter, on the first day of each calendar quarter
during such Interest Period.




(c) For each Swing Line Loan, on the first (1st) day of each month
commencing the first such date after such Swing Line Loan is made and continuing until the
earlier of (i) the date such Swing Line Loan is paid in full or (ii) the Termination Date.




2.8.4. Notwithstanding the foregoing, if any principal of or interest on any Loan or any
fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well
as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any
Loan, 2% plus the rate otherwise applicable to such Loan, or (ii) in the case of any
other amount, 2% plus the Adjusted Base Rate.



2.9. Fees.




2.9.1. The Borrower agrees to pay to the Administrative Agent for the account of the Banks
a non-use fee (the “Unused Portion Fee”) on the unused portion of the Revolving Credit
Commitment from the Effective Date until the Termination Date, calculated as (1) (a) the
Revolving Credit Commitment less (b) the actual daily balance of the sum of the
Revolving Credit Loans and Letters of Credit outstanding, multiplied by (2) the
rate determined in accordance with the Pricing Schedule. The Unused Portion Fee shall be payable
in arrears on the last day of each quarter during the term of this Agreement and on the
Termination Date. Upon receipt of any Unused Portion Fee the Administrative Agent will promptly
thereafter cause to be distributed such payments to the Banks in accordance with each Bank’s Pro
Rata Share of such payments.




2.9.2. The Borrower shall pay to the Administrative Agent for the account of each Bank a
letter of credit fee with respect to each Letter of Credit, computed for each day from the date
of issuance of such Letter of Credit to the date that is the last day a drawing is available
under such Letter of Credit, at a rate per annum equal to the rate determined in accordance with
the Pricing Schedule. Such fee shall be payable in arrears on the last day of each quarter
during the term of this Agreement and on the Termination Date.




2.9.3. The Borrower agrees to pay to the Administrative Agent the fees in the amounts and
on the dates as set forth in the Fee Letter and to perform any other obligations contained
therein.



2.10. Notes. The Revolving Credit Loans made by the Banks under this Agreement shall be evidenced
by the Notes. Each Bank is hereby authorized by the Borrower to endorse on the schedule attached to
the Note held by it the amount and type of each Revolving Credit Loan and each renewal, conversion,
and payment of principal amount received by such Bank for the account of its applicable Lending
Office on account of its Revolving Credit Loans, which endorsement shall, in the absence of
manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by
such Bank; provided, however, that the failure to make such notation with respect
to any Revolving Credit Loan or renewal, conversion, or payment shall not limit or otherwise affect
the obligations of the Borrower under this Agreement or the Note held by such Bank.



2.11. Required Payments.




2.11.1. All Revolving Credit Loans shall be repaid in full on the Termination Date.




2.11.2. Upon any reduction of the Revolving Credit Commitment pursuant to Section 2.3.1,
the Borrower will be required to prepay Revolving Credit Loans (or, if necessary, cash
collateralize outstanding Letters of Credit) to the extent the Aggregate Outstanding Credit
Exposure exceeds the reduced amount of the Revolving Credit Commitment.



2.12. Optional Prepayments. The Borrower may, upon at least one (1) Business Day’s prior notice to
the Administrative Agent in the case of Base Rate Loans and at least three (3) Business Days’ prior
notice to the Administrative Agent in the case of LIBOR Loans, pay the Loans, without premium or
penalty, in whole or in part with accrued interest to the date of such payment on the amount paid,
provided that LIBOR Loans may be paid, without premium or penalty, only on the last day of the
Interest Period for such Loans. Upon receipt of any such payments, the Administrative Agent will
promptly thereafter cause to be distributed such payment to each Bank for the account of its
applicable Lending Office its Pro Rata Share of such payment.



2.13. Method of Payment. The Borrower shall make each payment under this Agreement and under the
Notes not later than 3:00 p.m. on the date when due in lawful money of the United States to the
Administrative Agent at its Principal Office for the account of the applicable Lending Office of
each Bank in immediately available funds. The Administrative Agent will promptly thereafter cause
to be distributed (1) such payments of principal and interest in like funds to each Bank for the
account of its applicable Lending Office based upon its Pro Rata Share thereof and (2) other fees
payable to any Bank to be applied in accordance with the terms of this Agreement. The Borrower
hereby authorizes the Administrative Agent and each Bank, if and to the extent payment is not made
when due under this Agreement or under the Notes, to charge from time to time against any account
of the Borrower with such Bank any amount as due. Whenever any payment to be made under this
Agreement or under the Notes shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and such extension of time shall be
included in the computation of the payment of interest and the commitment fee, as the case may be,
except, in the case of a LIBOR Loan, if the result of such extension would be to extend such
payment into another calendar month, such payment shall be made on the immediately preceding
Business Day.



2.14. Use of Proceeds. The proceeds of the Loans hereunder shall be used by the Borrower for
general corporate purposes including financing working capital, drawings under Letters of Credit,
Permitted Acquisitions and Capital Expenditures. All Loans outstanding under the Existing Credit
Agreement as of the Effective Date shall be continued as Loans made hereunder. The Borrower will
not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or
carrying any margin stock within the meaning of Regulation U or to extend credit to any Persons for
the purpose of purchasing or carrying any such margin stock, or for any purpose which violates, or
is inconsistent with, Regulation U.



2.15. Illegality. Notwithstanding any other provision in this Agreement, if any Bank determines
that any Change in Law shall make it unlawful or impossible for such Bank (or its Lending Office)
to maintain or fund its LIBOR Loans, then upon notice to the Borrower (with a copy to the
Administrative Agent) by such Bank, the outstanding principal amount of all LIBOR Loans of such
Bank shall be repaid or converted into Base Rate Loans (the interest rate on which Base Rate Loans
of such Bank shall, if necessary to avoid such illegality, be determined by the Administrative
Agent without reference to the LIBOR Rate component of the Base Rate) in accordance with the
following: (a) if such Bank may not lawfully continue to maintain such LIBOR Loans, the Borrower
shall immediately convert such LIBOR Loans into Base Rate Loans or prepay such LIBOR Loans and upon
such prepayment or conversion shall also pay accrued interest on the amount so prepaid or
converted; or (b) if such Bank may lawfully continue to maintain such LIBOR Loans to the last day
of the applicable Interest Period(s), then on the last day of the applicable Interest Period(s),
the Borrower shall pay such LIBOR Loans or convert such LIBOR Loans to Base Rate Loans. From the
date of such notice, any obligation of such Bank to make or to convert Base Rate Loans into LIBOR
Loans shall be suspended and replaced with an obligation to fund Base Rate Loans in lieu thereof,
and, if such notice asserts the illegality of such Bank making or maintaining Base Rate Loans the
interest rate on which is determined by reference to the LIBOR Rate component of the Base Rate, the
interest rate on which Base Rate Loans of such Bank is determined shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component
of the Base Rate, in each case until such Bank notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer exist. Before giving any notice
to the Administrative Agent and the Borrower pursuant to this Section 2.15, the affected Bank shall
use reasonable efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
Affiliates with respect to its LIBOR Loans or with respect to determining or charging interest
rates based upon the LIBOR Rate, if such designation will avoid the need for giving such notice and
will not, in the judgment of such Bank, be illegal, subject such Bank to any unreimbursed cost or
expense, or otherwise be disadvantageous to such Bank.



2.16. Disaster. Notwithstanding anything to the contrary herein, if the Administrative Agent
determines (which determination shall be conclusive) that quotations of interest rates for the
relevant deposits referred to in the definition of LIBOR Rate, are not being provided in the
relevant amounts or for the relative maturities for purposes of determining the rate of interest on
a LIBOR Loan as provided in this Agreement, or if the Majority Banks determine (which determination
shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR
Rate, upon the basis of which the rate of interest for any such type of Loan is to be determined do
not accurately cover the cost to the Banks of making or maintaining such type of Loans, then the
Administrative Agent shall forthwith give notice thereof to the Borrower, whereupon (a) the
obligation of the Banks to make LIBOR Loans shall be suspended until the Administrative Agent
notifies the Borrower that the circumstances giving rise to such suspension no longer exist and
such obligation shall be replaced with an obligation to fund Base Rate Loans in lieu thereof, and
the interest rate on which Base Rate Loans shall be determined by the Administrative Agent without
reference to the LIBOR Rate component of the Base Rate, and (b) the outstanding principal amount of
all LIBOR Loans, together with interest accrued thereon, shall be repaid or converted into Base
Rate Loans (the interest rate on which Base Rate Loans shall be determined by the Administrative
Agent without reference to the LIBOR component of the Base Rate).



2.17. Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a Bank
(with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for
the account of the applicable Bank such amounts as any Bank may determine to be necessary to
compensate such Bank for any costs incurred by such Bank which such Bank determines are
attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any
such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement
or its Note in respect of any such Loans or such obligation (such increases in costs and reductions
in amounts receivable being herein called “Additional Costs”), resulting from any Change in
Law after the Effective Date which: (1) changes the basis of taxation of any amounts payable to
such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes
imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by
the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or
modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any
extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank
(including any of such Loans or any deposits referred to in the definition of LIBOR Rate); or
(3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of
credit or liabilities); provided, that the Borrower shall not be required to pay any Taxes that it
is not required to pay pursuant to Section 2.19. Such Bank will notify the Borrower (with a copy to
the Administrative Agent) of any event occurring after the Effective Date which will entitle such
Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains
knowledge thereof and determines to request such compensation. Determinations by any Bank for
purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or
maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts
required to compensate any such Bank in respect of any Additional Costs, shall be conclusive,
provided that such determinations are made on a reasonable basis. The provisions of this
Section 2.17 shall survive termination of this Agreement.



2.18. Risk-Based Capital. In the event that any Bank determines that (1) any Change in Law or
(2) compliance by such Bank or any corporation controlling such Bank with any guideline or request
from any central bank or other governmental authority (whether or not having the force of law) has
the effect of requiring an increase in the amount of capital required or expected to be maintained
by such Bank or any corporation controlling such Bank, and such Bank determines that such increase
is based upon its obligations hereunder, and other similar obligations, the Borrower shall pay to
the Administrative Agent at its Principal Office, for the account of the applicable Bank, such
additional amount as shall be certified by the Bank to be the amount allocable to such Bank’s
obligations to the Borrower hereunder. Such Bank will notify the Borrower (with a copy to the
Administrative Agent) of any event occurring after the Effective Date that will entitle such Bank
to compensation pursuant to this Section 2.18 as promptly as practicable after it obtains knowledge
thereof and determines to request such compensation. Determinations by any Bank for purposes of
this Section 2.18 of the effect of any increase in the amount of capital required to be maintained
by such Bank and of the amount allocable to such Bank’s obligations to the Borrower hereunder shall
be conclusive, provided that such determinations are made on a reasonable basis. The provisions of
this Section 2.18 shall survive termination of this Agreement.



2.19. Taxes.




2.19.1. All payments made by or on behalf of the Borrower and each Guarantor under this
Agreement or any other Loan Document shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority (including any interest, additions
to tax or penalties applicable thereto) (collectively, “Taxes”), excluding net income
Taxes and franchise Taxes (imposed in lieu of net income Taxes) and, in each case imposed on the
Administrative Agent or any Bank as a result of a present or former connection between the
Administrative Agent or such Bank and the jurisdiction of the Governmental Authority imposing
such Tax or any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Bank having executed,
delivered or performed its obligations or received a payment under, or enforced, this Agreement
or any other Loan Document); provided, that if any such non-excluded Taxes
(“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts
payable to the Administrative Agent or any Bank as determined in good faith by the applicable
withholding agent, (i) such amounts shall be paid to the relevant Governmental Authority in
accordance with applicable law and (ii) the amounts so payable by the Borrower or applicable
Guarantor to the Administrative Agent or such Bank shall be increased to the extent necessary to
yield to the Administrative Agent or such Bank (after payment of all Non-Excluded Taxes and
Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts
specified in this Agreement as if such withholding or deduction had not been made, provided
further, however, that the Borrower and the Guarantors shall not be required to
increase any such amounts payable to any Bank with respect to, or indemnify any Bank for, any
Non-Excluded Taxes if, and to the extent that they are (w) attributable to such Bank’s failure
to comply with the requirements of Section 2.19.5 or 2.19.6; (x) United States withholding Taxes
attributable to such Bank designating a successor Lending Office at which it maintains its Loans
other than at the request of the Borrower and except to the extent such Bank was entitled, at
the time of the successor Lending Office is designated, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this Section; (y) United States
withholding taxes imposed on amounts payable by the Borrower or any Guarantor to such Bank at
the time such Bank becomes a party to this Agreement, except to the extent that such Bank’s
assignor (if any) was entitled, at the time of assignment, to receive additional amounts from
the Borrower or such Guarantor with respect to such Non-Excluded Taxes pursuant to this
paragraph; or (z) U.S. withholding taxes imposed under FATCA.




2.19.2. In addition, the Borrower and each Guarantor shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable Laws.




2.19.3. Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower or any
Guarantor, as promptly as possible thereafter the Borrower shall send to the Administrative
Agent for its own account or for the account of the relevant Bank, as the case may be, a
certified copy of an official receipt received by the Borrower (or if an official receipt is not
available, such other documentation as shall be reasonably satisfactory to the Administrative
Agent) showing payment thereof. The Borrower shall indemnify the Administrative Agent and each
Bank, within 10 days after demand therefor, for (i) the full amount of any Non-Excluded Taxes or
Other Taxes (including Non-Excluded Taxes or Other Taxes imposed or attributable to amounts
payable under this Section 2.19) paid by the Administrative Agent or such Bank and any
penalties, interests and reasonable expenses arising therefrom or with respect thereto, and
(ii) any incremental Taxes and reasonable expenses that may become payable by the Administrative
Agent or any Bank as a result of any failure of the Borrower to properly remit to the
Administrative Agent the required receipts or other required documentary evidence, whether or
not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed by the relevant
Government Authority. A certificate as to the amount of such payment or liability delivered to
the Borrower by a Bank (with a copy to the Administrative Agent), or by the Administrative Agent
on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.




2.19.4. Each Bank shall indemnify the Administrative Agent for the full amount of any Taxes
imposed by any Governmental Authority that are attributable to such Bank and that are payable or
paid by the Administrative Agent (but only to the extent that the Borrower has not already
indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the
obligation of the Borrower to do so), together with all reasonable costs and expenses arising
therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A
certificate as to the amount of such payment or liability delivered to any Bank by the
Administrative Agent shall be conclusive absent manifest error.




2.19.5. A Bank that is entitled to an exemption from or reduction of non-U.S. withholding
tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which
such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower or the Administrative Agent, such
properly completed and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate; provided that such Bank is
legally entitled to complete, execute and deliver such documentation and in such Bank’s judgment
such completion, execution or submission would not materially prejudice the legal or commercial
position of such Bank.




a. Each Bank (or Purchaser) that is not a “U.S. Person” as defined in
Section 7701(a)(30) of the Code (a “Non-U.S. Bank”), on or before the date such Bank
(or Purchaser) becomes a party to this Agreement, shall deliver to the Borrower and the
Administrative Agent (or, in the case of a Participant, to the Bank from which the related
participation shall have been purchased) (A) two original copies of either U.S. Internal
Revenue Service Form W-8BEN, Form W-8BEN-E or Form W-8ECI, as appropriate or any subsequent
versions thereof or successors thereto, true, correct and complete in all material respects
and duly executed by such Non-U.S. Bank claiming complete exemption from, or a reduced rate
of, U.S. federal withholding tax on all payments by the Borrower under this Agreement and
the other Loan Documents, (B) in the case of a Non-U.S. Bank claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments
of “portfolio interest”, a statement substantially in the form of applicable Exhibit
E and an applicable Form W-8, or any subsequent versions thereof or successors thereto,
true, correct and complete in all material respects and duly executed by such Non-U.S. Bank,
or (C) two copies of Form W-8IMY (together with the forms described above in clauses (A) or
(B), as required).




b. Each Bank (or Purchaser) that is a “U.S. Person” as defined in Section 7701(a)(30)
of the Code, on or before the date such Bank (or Purchaser) becomes a party to this
Agreement (and from time to time thereafter as prescribed by applicable law or upon the
request of the Borrower or the Administrative Agent), two original copies of U.S. Internal
Revenue Service Form W-9, or any subsequent versions or successors thereto, true, correct
and complete in all material respects and duly executed by such Bank, establishing that the
Bank is not subject to U.S. backup withholding tax.




c. The forms described in (a) and (b) above shall be delivered by the applicable Bank
on or before the date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the related participation). In
addition, each Bank shall deliver such forms from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent, and promptly upon the
obsolescence or invalidity of any form previously delivered by such Bank. Each Bank shall
promptly notify the Borrower at any time it determines that it is no longer in a position to
provide any previously delivered certificate to such Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Bank shall not be required to deliver any form pursuant
to this paragraph that such Bank is not legally able to deliver.




d. If a payment made to a Bank under any Loan Document would be subject to U.S. Federal
withholding tax imposed by FATCA if such Bank were to fail to comply with the applicable
reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Bank shall deliver to the Borrower and the Administrative
Agent at the time or times prescribed by law and at such time or times reasonably requested
by the Borrower or the Administrative Agent such documentation prescribed by applicable law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Borrower or the Administrative Agent as may be
necessary for the Borrower and the Administrative Agent to comply with their obligations
under FATCA and to determine that such Bank has complied with such Bank’s obligations under
FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (d), “FATCA” shall include any amendments made to FATCA after the
date of this Agreement.




2.19.6. If any Bank or the Administrative Agent receives a refund, in the sole discretion
of such Bank or Administrative Agent (exercised in good faith), is allocable to any amount paid
by the Borrower or a Guarantor pursuant to this Section 2.19, it shall promptly notify the
Borrower of such refund and shall, within 15 days after receipt, repay such refund or credit
(but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower
or such Guarantor) to the Borrower or such Guarantor net of all out-of-pocket expenses of such
Bank or the Administrative Agent and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided, however,
that the Borrower or such Guarantor, upon the request of such Bank or the Administrative Agent,
agrees to repay the amount paid over to the Borrower or such Guarantor to such Bank or the
Administrative Agent (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority), within 15 days after receipt of written request by such Bank of the
Administrative Agent in the event such Bank or the Administrative Agent is required to repay
such refund. This paragraph shall not be construed to require the Administrative Agent or any
Bank to make available its tax returns (or any information relating to its Taxes which it deems
confidential) to the Borrower, any Guarantor or any other Person.




2.19.7. The agreements in this Section 2.19 shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.



2.20. Funding Loss Indemnification. Upon notice to the Borrower from a Bank (with a copy to the
Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the
applicable Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of such
Bank) to compensate it for any loss, cost, or expense incurred as a result of (a) any payment of a
LIBOR Loan on a date other than the last day of the Interest Period for such Loan, including
payment upon acceleration of the Loans by the Administrative Agent pursuant to Section 8.1, any
prepayment of a LIBOR Loan under Sections 2.11 or 2.12, or the replacement of any Bank pursuant to
Section 10.4; or (b) any failure by the Borrower to borrow or convert, as the case may be, a LIBOR
Loan on the date for borrowing or conversion, as the case may be, specified in the relevant notice
under Section 2.6. The provisions of this Section 2.20 shall survive termination of this Agreement.



2.21. Swing Line Loans.




2.21.1. 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 during the period from and
including the Effective Date up to but not including the Termination Date in an aggregate
principal amount not to exceed the Swing Line Commitment, provided that immediately
following the making of any Swing Line Loan, the Aggregate Outstanding Credit Exposure shall not
exceed the Revolving Credit Commitment.




2.21.2. The Borrower shall deliver to the Administrative Agent and the Swing Line Lender an
irrevocable Borrowing Notice not later than noon on the requested Borrowing Date of each Swing
Line Loan, specifying (i) the applicable Borrowing Date, and (ii) the amount of the requested
Swing Line Loan which shall be an amount not less than $100,000.




2.21.3. Promptly after receipt of a Swing Line Borrowing Notice, the Swing Line Lender
shall make available the Swing Line Loan, in funds immediately available to the Borrower on the
Borrowing Date.




2.21.4. Each Swing Line Loan shall be paid in full by the Borrower on demand. In addition,
the Swing Line Lender may at any time in its sole discretion with respect to any outstanding
Swing Line Loan, require each Bank (including the Swing Line Lender) to make a Revolving Credit
Loan in the amount of such Bank’s Pro Rata Share of such Swing Line Loan for the purpose of
repaying such Swing Line Loan. Not later than noon on the date of any notice received pursuant
to this Section 2.21.4, each Bank shall make available its required Revolving Credit Loan, in
funds immediately available in Tulsa to the Administrative Agent at the Administrative Agent’s
Principal Office. Revolving Credit Loans made pursuant to this Section 2.21.4 shall initially be
Base Rate Loans and thereafter may be continued as Base Rate Loans or converted into LIBOR Loans
in the manner provided in Section 2.6 and subject to the other conditions and limitations set
forth in this Section 2. Unless a Bank shall have notified the Swing Line Lender, prior to its
making any Swing Line Loan, that any applicable condition precedent set forth in Sections 3.1 or
3.2 has not then been satisfied, such Bank’s obligation to make Revolving Credit Loans pursuant
to this Section 2.21.4 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 Bank may have
against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence
or continuance of a 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 Bank fails to make payment to the Administrative Agent of any amount due under this
Section 2.21.4, the Administrative Agent shall be entitled to receive, retain and apply against
such obligation the principal and interest otherwise payable to such Bank hereunder until the
Administrative Agent receives such payment from such Bank or such obligation is otherwise fully
satisfied. In addition to the foregoing, if for any reason any Bank fails to make payment to the
Administrative Agent of any amount due under this Section 2.21.4, such Bank shall be deemed, at
the option of the Administrative 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 Credit Loan, and such interest
and participation may be recovered from such Bank together with interest thereon at the Federal
Funds Rate for each day during the period commencing on the date of demand and ending on the
date such amount is received. On the Termination Date, the Borrower shall repay in full the
outstanding principal balance of the Swing Line Loans.



2.22. Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any
Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank
is a Defaulting Bank:




2.22.1. The Unused Portion Fee shall cease to accrue on the unfunded portion of the
Commitment of such Defaulting Bank pursuant to Section 2.9.




2.22.2. The Commitment and Outstanding Credit Exposure of such Defaulting Bank shall not be
included in determining whether all Banks or the Majority Banks have taken or may take any
action hereunder (including any consent to any amendment or waiver pursuant to Section 11.1),
provided that any waiver, amendment or modification requiring the consent of all Banks or each
affected Bank which affects such Defaulting Bank differently than any other affected Bank shall
require the consent of such Defaulting Bank.




2.22.3. If any Swing Line Loans or L/C Obligations exist or are outstanding at the time a
Bank becomes a Defaulting Bank, then:




(a) all or any part of such Defaulting Bank’s share of participations in such Swing
Line Loans and L/C Obligations shall be reallocated among the non-Defaulting Banks in
accordance with their respective Pro Rata Shares, but only to the extent (x) the sum of all
non-Defaulting Bank’s Revolving Credit Exposures plus such Defaulting Bank’s share of
participations in such Swing Line Loans and L/C Obligations does not exceed the total of all
non-Defaulting Banks’ Commitments and (y) the conditions set forth in Section 3.2 are
satisfied at such time;




(b) if the reallocation described in clause (a) above cannot be effected or can only
partially be effected, the Borrower shall within one (1) Business Day following notice by
the Administrative Agent (x) first, prepay such Swing Line Loans and (y) second, cash
collateralize such Defaulting Bank’s share of outstanding L/C Obligations (after giving
effect to any partial reallocation pursuant to clause (a) above) for so long as such L/C
Obligations are outstanding;




(c) if the Borrower cash collateralizes any portion of such Defaulting Bank’s share of
outstanding L/C Obligations pursuant to this Section 2.22.3, the Borrower shall not be
required to pay any fees with respect to such Defaulting Bank pursuant to Section 2.2.4
during the period such Defaulting Bank’s share of outstanding L/C Obligations is cash
collateralized;




(d) if the share of the outstanding L/C Obligations of the non-Defaulting Bank is
reallocated pursuant to this Section 2.22.3, then the fees payable to the Banks pursuant to
Section 2.2.4 and Section 2.9 shall be adjusted in accordance with such non-Defaulting
Banks’ Pro Rata Shares; and




(e) if any Defaulting Bank’s share of the outstanding L/C Obligations is neither cash
collateralized nor reallocated pursuant to this Section 2.22.3, then, without prejudice to
any rights or remedies of the L/C Issuer, any Bank or the Borrower hereunder, all Unused
Portion Fee that otherwise would have been payable to such Defaulting Bank (solely with
respect to the portion of such Defaulting Bank’s Revolving Commitment that was utilized by
such outstanding L/C Obligations) and letter of credit fees payable under Section 2.2.4 with
respect to such Defaulting Bank shall be payable to the Issuing Bank until such share is
cash collateralized and/or reallocated.




2.22.4. So long as any Bank is a Defaulting Bank, the Swing Line Lender shall not be
required to fund any Swing Line Loan and the L/C Issuer shall not be required to issue, amend or
increase any Letter of Credit, unless it is satisfied that the related exposure will be 100%
covered by the Commitments of the non-Defaulting Banks and/or cash collateral will be provided
by the Borrower in accordance with Section 2.22.3), and participating interests in any such
newly issued or increased Letter of Credit or newly made Swing Line Loan shall be allocated
among non-Defaulting Banks in a manner consistent with Section 2.22.3 (and the Defaulting Bank
shall not participate therein).




2.22.5. If any Defaulting Bank shall fail to make any payment required to be made by it
pursuant to this Agreement, then the Administrative Agent may, in its discretion and
notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Defaulting Bank to satisfy such Defaulting Bank’s
funding obligations hereunder until all such unsatisfied obligations are fully paid, and/or (ii)
hold any such amounts in a segregated account as cash collateral for, and application to, any
future funding obligations of such Defaulting Bank.



In the event that the Administrative Agent, the Borrower, the L/C Bank and the Swing Line Lender
each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be
a Defaulting Bank, then the participations of the Banks in all outstanding Swing Line Loans and L/C
Obligations shall be readjusted to reflect the inclusion of such Bank’s Revolving Credit Commitment
and on such date such Bank shall purchase at par such of the Revolving Credit Loans of the other
Banks (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in
order for such Bank to hold such Revolving Credit Loans in accordance with its Pro Rata Share.



2.23. Accordion.




2.23.1. Subject to the terms and conditions of this Section 2.23, and provided no Default
or Matured Default exists, the Borrower shall have the right from time to time on or before the
Termination Date (but in no event more than two (2) times during the term of this Agreement),
upon written notice to the Administrative Agent (each such written notice, a “Revolving
Credit Increase Notice”), to increase on the date specified in the Revolving Credit Increase
Notice (the “Revolving Credit Increase Date”), the amount of the Revolving Credit
Commitment by the amount specified in the Revolving Credit Increase Notice (the “Revolving
Credit Increase Amount”) which shall be a minimum of $10,000,000; provided,
however, that in no event shall the amount of the Revolving Credit Loans and the
aggregate Revolving Credit Commitment be increased to an amount greater than $325,000,000, and
further provided, that no such Revolving Credit Increase Amount shall be
permitted under this Agreement if a Default or Matured Default shall exist on the date the
Administrative Agent receives the Revolving Credit Increase Notice or on the Revolving Credit
Increase Date.




2.23.2. The Administrative Agent shall promptly notify the Banks of any Revolving Credit
Increase Notice from the Borrower, and each of the Banks shall notify the Borrower and the
Administrative Agent of its determination whether to participate in the requested increase in
the Revolving Credit Commitment. If one or more of the Banks elects not to increase its
Commitment (or to increase its Commitment by an amount less than its Pro Rata of the Revolving
Credit Increase Amount), the Borrower may request that the other Banks increase their
Commitments by the amount of the shortfall or seek to obtain Commitments from other financial
institutions to become additional Banks under this Agreement (subject to the consent of the
Administrative Agent, but without the consent of any other Banks). The Borrower shall notify the
Administrative Agent of any financial institution that shall have agreed to become an additional
Bank party to this Agreement (a “New Bank”) in connection with a Revolving Credit
Increase Notice and the amount of its proposed Commitment, and the Administrative Agent shall
then consent or withhold consent to the admission of the proposed New Bank. If the Borrower is
unable to obtain approval from the Banks to increase their Commitments and/or to secure
Commitments from New Banks for the full amount of the Revolving Credit Increase Amount, the
Revolving Credit Increase Notice shall become effective only to the extent of the increased or
new Commitments actually obtained; provided that no increase in the Revolving Credit Commitment
shall become effective unless the Borrower is able to obtain approval from one or more Banks to
increase their Commitments and/or to secure Commitments from New Banks for an aggregate increase
in the Revolving Credit Commitment of at least $5,000,000. Nothing contained herein shall
constitute, or otherwise be deemed to be, a commitment on the part of any Bank to increase its
Commitment at any time, and no Bank shall be obligated to agree to any increase in its
Commitment.




2.23.3. Any increase in the Revolving Credit Commitment shall be subject to the
satisfaction of the following conditions precedent at or as of the Revolving Credit Increase
Date: (i) no Default or Matured Default shall have occurred and then be continuing; (ii) all
representations and warranties contained in this Agreement shall be true and correct in all
material respects as though made on such date; (iii) each Bank that shall have agreed to provide
an increase in its Commitment shall have confirmed such increase to the Borrower and the
Administrative Agent in writing; (iv) each New Bank shall have executed and delivered such
documents as the Administrative Agent shall have reasonably required in order for it to
subscribe to the terms and conditions of this Agreement and the other Loan Documents and agree
to be bound by the terms and provisions hereof and thereof or as the Administrative Agent shall
have reasonably requested in connection with such increase; (v) each New Bank shall have
executed and delivered a supplement to the Prudential Intercreditor Agreement and such other
documents as may be reasonably required in order for it to subscribe to the terms and conditions
of the Prudential Intercreditor Agreement; (vi) counsel for the Borrower shall have provided to
the Administrative Agent a supplemental opinion in form and substance reasonably satisfactory to
the Administrative Agent; (vii) the outstanding Loans shall have been reallocated ratably among
the Banks (including new Banks) after giving effect to such increase; and (viii) all legal
matters incident to such increase and the admission of any New Banks under this Agreement shall
be satisfactory to the Administrative Agent and its counsel. The Borrower agrees to compensate
each Bank, to the extent required by Section 2.20, for any losses or expenses incurred by such
Bank in connection with the reallocation of any outstanding Revolving Credit Loans. The Borrower
shall execute and deliver (i) to each Bank that shall have agreed to provide an increase in its
Commitment, a substitute Note payable to the order of such Bank in the principal amount of its
increased Commitment, and (ii) to each New Bank, a new Note payable to the order of each New
Bank in the principal amount of its Commitment. No increase in the Revolving Credit Commitment
shall become effective unless and until each of the foregoing conditions precedent has been
satisfied.



2.24. Delay in Requests. Failure or delay on the part of any Bank or the L/C Issuer to demand
compensation pursuant to Section 2.17, 2.18 or 2.20 shall not constitute a waiver of such Bank’s or
the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be
required to compensate a Bank or the L/C Issuer pursuant any of such Sections for any increased
costs incurred or reductions suffered more than nine months prior to the date that such Bank or the
L/C Issuer, as the case may be, notifies the Borrower of the event giving rise to such increased
costs or reductions and of such Bank’s or the L/C Issuer’s intention to claim compensation therefor
(except that, if the event giving rise to such increased costs or reductions is retroactive, then
the nine-month period referred to above shall be extended to include the period of retroactive
effect thereof).




	3.	 	CONDITIONS PRECEDENT





3.1. Conditions Precedent to Effective Date. The obligations of the Banks to continue and make
Loans (including Swing Line Loans) and of the L/C Issuer to issue Letters of Credit hereunder shall
not become effective until the date on which each of the following conditions is satisfied (or
waived in accordance with Section 11.1):




3.1.1. The Administrative Agent shall have received from the Borrower and each Bank party
hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written
evidence satisfactory to the Administrative Agent (which may include telecopy or electronic
transmission of a signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement.




3.1.2. The Administrative Agent shall have received originals or copies satisfactory to the
Administrative Agent (which may include telecopy or electronic transmission of signed signature
pages, with originals to follow by next day delivery service) of (i) a Note issued by the
Borrower pursuant to Section 2.10 payable to the order of each Bank that has requested a
promissory note, and (ii) and all other Loan Documents required to be executed and delivered as
of the Effective Date pursuant to this Agreement.




3.1.3. The Administrative Agent shall have received a Borrowing Notice with respect to the
Revolving Credit Loans, if any, to be made on the Effective Date.




3.1.4. As to the Borrower and each Existing Subsidiary (other than SCS), the Administrative
Agent shall have received (i) copies of its articles or certificate of incorporation or
organization, together with all amendments, certified by the appropriate governmental officer in
its jurisdiction of incorporation or organization (or, as applicable, a certification by its
Secretary or Assistant Secretary that no changes have been made to its articles or certificate
of incorporation or organization since the date copies of the same were furnished to the
Administrative Agent pursuant to the Existing Credit Agreement), (ii) a certificate of good
standing issued by the appropriate governmental officer in its jurisdiction of incorporation or
organization, (iii) copies, certified by its Secretary or Assistant Secretary, of its bylaws,
operating agreement or other internal governance documents, together with all amendments thereto
(or, as applicable, a certification by its Secretary or Assistant Secretary that no changes have
been made to its bylaws, operating agreement or other internal governance documents since the
date copies of the same were furnished to the Administrative Agent pursuant to the Existing
Credit Agreement), and (iv) copies, certified by its Secretary or Assistant Secretary, of the
resolutions or actions of its Board of Directors or other governing body authorizing the
execution of the Loan Documents to which it is a party.




3.1.5. The Administrative Agent shall have received an incumbency certificate, executed by
a Secretary or Assistant Secretary of the Borrower and each of the Existing Subsidiaries (other
than SCS), which shall identify by name and title and bear the signatures of its Authorized
Officers authorized to sign the Loan Documents to which it is a party and, in the case of the
Borrower, the Authorized Officers of the Borrower authorized to submit borrowing requests and
Interest Rate Election Notices, upon which certificate the Administrative Agent shall be
entitled to rely until informed of any change in writing by an Authorized Officer.




3.1.6. The Administrative Agent shall have received a certificate, dated the Effective Date
and signed by an Authorized Officer of the Borrower, confirming compliance with the conditions
set forth in Sections 3.2.1 and 3.2.2.




3.1.7. The Administrative Agent shall have received a certificate from an Authorized
Officer of the Borrower dated as of the Effective Date addressed to the Administrative Agent and
each Bank certifying that, as of such date, the Borrower and each of its Subsidiaries is Solvent
(assuming with respect to each Guarantor, that the fraudulent transfer savings language
contained in the Guaranty applicable to such Guarantor will be given full effect).




3.1.8. The Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Banks and dated the Effective Date) of Bryan Cave LLP,
counsel to the Borrower and the Existing Subsidiaries, covering such matters as the
Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to
deliver such opinion.




3.1.9. The Administrative Agent shall have received a copy of, or a certificate as to
coverage under, the insurance policies required by Section 5.5 and the applicable provisions of
the Collateral Documents, each of which shall be endorsed or otherwise amended to include a
customary lender’s loss payable endorsement and name the Collateral Agent as an additional
insured thereunder.




3.1.10. The Administrative Agent shall have obtained a desktop appraisal of the Borrower’s
Rolling Stock meeting the requirements of Section 5.2.2.




3.1.11. For each Mortgaged Property, the Administrative Agent shall have received (i) a
“Standard Flood Hazard Determination Form” and or other evidence as to whether such Mortgaged
Property is in an area designated by the Federal Emergency Management Agency as having special
flood or mud slide hazards (a “Flood Hazard Property”) and (ii) if such Mortgaged
Property is a Flood Hazard Property, (A) satisfactory evidence as to whether the community in
which such Mortgaged Property is located is participating in the National Flood Insurance
Program, (2) SMF’s written acknowledgment of receipt of written notification from the Collateral
Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether
the community in which such Flood Hazard Property is located is participating in the National
Flood Insurance Program, and (3) copies of insurance policies or certificates of insurance
evidencing flood insurance in such total amount as required by Regulation H of the Federal
Reserve Board, as the same is from time-to-time in effect, and all official rulings and
interpretations thereunder or thereof may from time to time require, and otherwise complying
with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of
1973, as it may be amended from time to time, and naming the Collateral Agent as sole loss payee
on behalf of the Secured Parties.




3.1.12. The Borrower shall have paid to the Administrative Agent, for the account of each
Bank, an upfront fee in an amount calculated as follows: (i) for each Bank that was a party to
the Existing Credit Agreement, the sum of (A) 0.05% (five basis points) of such Bank’s
Commitment, to the extent such Bank’s Commitment is less than or equal to its “Commitment” under
the Existing Credit Agreement, and (B) 0.15% (15 basis points) of such Bank’s Commitment, to the
extent such Bank’s Commitment is greater than its “Commitment” under the Existing Credit
Agreement; and (ii) for each Bank that was not a party to the Existing Credit Agreement, 0.15%
(15 basis points) of such Bank’s Commitment.




3.1.13. The Administrative Agent shall have received payment of all other fees and other
amounts due and payable on or prior to the Effective Date, including the fees set forth in the
Fee Letter and, to the extent invoiced, reimbursement or payment of all out of pocket expenses
required to be reimbursed or paid by the Borrower hereunder.




3.1.14. The Administrative Agent shall have received evidence satisfactory to the
Administrative Agent that the Prudential Agreement has been executed and delivered by the
parties thereto, and the terms and provisions of the Prudential Agreement shall be acceptable to
the Administrative Agent.




3.1.15. A Third Amendment to the Prudential Intercreditor Agreement shall have been
executed and delivered by the parties thereto and shall be in full force and effect.




3.1.16. The Collateral Agent shall have received all appropriate evidence required by the
Collateral Agent in the reasonable exercise of its sole discretion necessary to determine that,
arrangements have been made for the Collateral Agent for the benefit of Secured Parties to have
an Acceptable Security Interest in the Personal Property Collateral, including the delivery to
the Collateral Agent of (i) such financing statements (or amendments to financing statements)
under the UCC for filing in such jurisdictions as the Collateral Agent may require, (ii) any
other documents, agreements or instruments necessary to create a security interest in the
Personal Property Collateral, (iii) such certificates, powers executed in blank, and other
documents, agreements or instruments necessary to create and perfect an Acceptable Security
Interest in all Equity Interests, including Equity Interests in Subsidiaries of the Borrower,
included in the Personal Property Collateral, (iv) such lien searches conducted on the Borrower
and its Subsidiaries reflecting no Liens other than Permitted Liens against any of the Personal
Property Collateral as to which perfection of a Lien is accomplished by the filing of a
financing statement, and (v) lien releases with respect to any Personal Property Collateral
currently subject to a Lien (other than Permitted Liens).




3.1.17. The Administrative Agent shall have received such other documents and certificates
as the Administrative Agent or its counsel may reasonably request relating to any legal matters
relating to the Borrower and each of its Subsidiaries, this Agreement or the other Loan
Documents, all in form and substance satisfactory to the Administrative Agent and its counsel.



The Administrative Agent shall notify the Borrower and the Banks when each of the foregoing
conditions required to be completed to the satisfaction of the Administrative Agent and/or the
Collateral Agent has been satisfied (or waived pursuant to Section 11.1).



3.2. Conditions Precedent to All Credit Extensions. The obligation of each Bank to make any Loan
and of the L/C Issuer to issue, renew, extend, increase or otherwise modify any Letter of Credit
shall be subject to the further conditions precedent that on and as of the date such Loan is to be
made or such Letter of Credit is to be issued, renewed, extended, increased or otherwise modified:




3.2.1. The representations and warranties of the Borrower contained in Section 4 of this
Agreement and all other Loan Documents to which it is a party and of each Guarantor in the
Guaranty and all other Loan Documents to which it is a party shall be true and correct in all
material respects on and as though made on and as of such date (except for such representations
and warranties that expressly refer to an earlier date) and will remain true and correct in all
material respects after giving effect to the making of such Loan or the issuance, renewal,
extension, increase or other modification of such Letter of Credit.




3.2.2. No Default or Matured Default shall have occurred and be continuing or would result
from the making of such Loan or the issuance, renewal, extension, increase or other modification
of such Letter of Credit.




3.2.3. The Administrative Agent shall have received such other approvals, opinions, or
documents as any Bank through the Administrative Agent may have reasonably requested.



Each request by the Borrower for a Loan or the issuance, renewal, extension, increase or other
modification a Letter of Credit shall constitute a representation and warranty by the Borrower that
the statements in Sections 3.2.1 and 3.2.2 are true and correct.




	4.	 	REPRESENTATIONS AND WARRANTIES





The Borrower represents, covenants and warrants as follows (all references to “Subsidiary” and
"Subsidiaries” in this Section 4 shall be deemed omitted if the Borrower has no Subsidiaries at the
time the representations herein are made and repeated):



4.1. Organization. The Borrower is a corporation duly organized and validly existing in good
standing under the laws of the State of Delaware; each Subsidiary is duly organized and validly
existing in good standing under the laws of the jurisdiction in which it is organized; and the
Borrower has and each Subsidiary has the power to own its respective Property and to carry on its
respective business as now being conducted. As of the date hereof, the only Subsidiaries of the
Borrower are the Existing Subsidiaries.



4.2. Authorization; Enforceability. The execution, delivery and performance of this Agreement and
the other Loan Documents to which the Borrower or any of its Subsidiaries is a party are within the
corporate or limited liability company power and authority of the Borrower and each of its
Subsidiaries (as applicable) and have been duly authorized by all necessary corporate action by or
on behalf of the Borrower and each of such Subsidiaries. This Agreement and each of the other Loan
Documents to which the Borrower or any of its Subsidiaries is a party has been duly executed and
delivered by the Borrower and each of such Subsidiaries and constitute their legal, valid and
binding obligations, enforceable against each of them in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.



4.3. No Contravention. The execution, delivery and performance of this Agreement and the other Loan
Documents do not and will not (a) contravene the terms of the articles or certificate of
incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries,
(b) violate any applicable statute, law, rule or regulation or any order, injunction, writ,
judgment or decree of any court or governmental agency or authority or any arbitral award to which
the Borrower or any of its Subsidiaries is bound or to which any of their respective Properties is
subject, (c) violate or result in a default under any indenture, agreement or other instrument
binding upon the Borrower or any of its Subsidiaries or any of their respective Properties, or give
rise to a right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries, and (d) result in the creation or imposition of any Lien on any Property of the
Borrower or any of its Subsidiaries (other than in favor of the Collateral Agent).



4.4. Financial Statements. The Borrower has furnished to the Administrative Agent the following
financial statements, certified by a principal financial officer of the Borrower: (i) a
consolidated balance sheet of the Borrower and its Subsidiaries as of December 31 in each of the
two fiscal years of the Borrower most recently completed prior to the date as of which this
representation is made or repeated (other than fiscal years completed within 90 days prior to such
date for which audited financial statements have not been released) and consolidated statements of
income, cash flows and a consolidated statement of shareholders’ equity of the Borrower and its
Subsidiaries for each such year, all reported on by KPMG LLP or another nationally recognized
public accounting firm; and (ii) a consolidated balance sheet of the Borrower and its Subsidiaries
as of the end of the quarterly period (if any) most recently completed prior to such date and after
the end of such fiscal year (other than quarterly periods completed within 45 days prior to such
date for which financial statements have not been released) and the comparable quarterly period in
the preceding fiscal year and consolidated statements of income, cash flows and a consolidated
statement of shareholders’ equity for the periods from the beginning of the fiscal years in which
such quarterly periods are included to the end of such quarterly periods, prepared by the Borrower.
All of the financial statements delivered to the Administrative Agent pursuant to this Section 4.4
(including any related schedules and/or notes) are true and correct in all material respects
(subject, as to interim statements, to changes resulting from audits and year-end adjustments),
have been prepared in accordance with GAAP consistently followed throughout the periods involved
and show all liabilities, direct and contingent, of the Borrower and its Subsidiaries required to
be shown in accordance with such principles. The balance sheets fairly present the condition of the
Borrower and its Subsidiaries as of the dates thereof, and the statements of income, cash flows and
stockholders’ equity fairly present the results of the operations of the Borrower and its
Subsidiaries and their cash flows for the periods indicated. There has been no material adverse
change in the business, property or assets, condition (financial or otherwise), operations or
prospects of the Borrower and its Subsidiaries taken as a whole since the end of the most recent
fiscal year for which audited financial statements have been furnished.



4.5. Actions Pending. Except for litigation matters specifically disclosed in the filings made by
the Borrower with the SEC, there is no action, suit, investigation or proceeding pending or, to the
knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, or any
properties or rights of the Borrower or any of its Subsidiaries, by or before any court, arbitrator
or administrative or governmental body which, taking into account and giving effect to any
applicable insurance coverage, would reasonably be expected to result in any material adverse
change in the business, property or assets, condition (financial or otherwise) or operations of the
Borrower and its Subsidiaries taken as a whole. There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower, or any of
its Subsidiaries which purports to affect the validity or enforceability of this Agreement or any
Loan Document.



4.6. Compliance With Laws. The Borrower and its Subsidiaries are in compliance with the
requirements of all statutes, laws, ordinances and governmental rules or regulations to which each
of them is subject, including Environmental and Safety Laws, and all orders, writs, injunctions and
decrees applicable to them or their Properties, except in such instances in which (a) such
requirement of statute, law, ordinance, rule or regulation or order, writ, injunction or decree is
being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to
comply therewith could not reasonably be expected to have any material adverse effect on the
business, property or assets, condition (financial or otherwise) or operations of the Borrower and
its Subsidiaries taken as a whole.



4.7. Outstanding Indebtedness. Neither the Borrower nor any of its Subsidiaries has outstanding any
Indebtedness except as permitted by Section 7.2. There exists no default under the provisions of
any instrument evidencing any such permitted Indebtedness or any agreement relating thereto.



4.8. Title to Properties. SMF has good and marketable title to each of the Mortgaged Properties,
subject only to Excepted Liens. The Borrower and each of its Subsidiaries have good title to all of
their other respective Properties, including the Personal Property Collateral reflected in the most
recent audited balance sheet referred to in Section 4.4 (other than Properties disposed of in the
ordinary course of business), free and clear of all Liens other than Permitted Liens, except where
the failure to have such title or interest could not reasonably be expected to have a material
adverse effect on the business, property or assets, condition (financial or otherwise) or
operations of the Borrower and its Subsidiaries taken as a whole. None of the foregoing Properties
is subject to any interests which could materially adversely affect the intended use of such
Properties. All leases necessary in any material respect for the conduct of the respective
businesses of the Borrower and its Subsidiaries are valid and subsisting and are in full force and
effect. SCS does not own any Properties other than any common law rights in its corporate name.



4.9. Taxes. The Borrower has and each of its Subsidiaries (i) has filed all federal income tax
returns which are required to be filed, (ii) to the best knowledge of the Authorized Officers of
the Borrower and its Subsidiaries, has filed all state and other material income tax returns which
are required to be filed, and (iii) has paid all taxes as shown on such returns and on all
assessments received by it to the extent that such taxes have become due, except such taxes as are
being contested in good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP.



4.10. Burdensome Restrictions. Neither the Borrower nor any of its Subsidiaries is a party to any
contract or agreement or subject to any charter or other corporate restriction which materially and
adversely affects its business, property or assets, condition (financial or otherwise) or
operations. Except as set forth in the Prudential Agreement, neither the Borrower nor any of its
Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument
evidencing Indebtedness of the Borrower or such Subsidiary, any agreement relating thereto or any
other contract or agreement (including its charter) which limits the amount of, or otherwise
imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced
by the Notes.



4.11. Use of Proceeds.




4.11.1. None of the proceeds of the Loans will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of purchasing or carrying any “margin stock”
as defined in Regulation U or for the purpose of maintaining, reducing or retiring any
Indebtedness which was originally incurred to purchase or carry any stock that is then currently
a margin stock. Neither the Borrower nor any agent acting on its behalf has taken or will take
any action which might cause this Agreement or the Notes to violate Regulation U or any other
regulation of the Board of Governors of the Federal Reserve System or to violate the Securities
Exchange Act of 1934, in each case as in effect now or as the same may hereafter be in effect.




4.11.2. None of the proceeds of any Loan will be used to finance any offer to purchase, or
any purchase of, Equity Interests in any other Person, or securities convertible into or
representing the beneficial ownership of, or rights to acquire, any such Equity Interests, if
such Equity Interests, securities or rights are of a class which is publicly traded on any
securities exchange or in any over-the-counter market, other than purchases of such Equity
Interests, securities or rights (other than margin stock) representing less than 5% of the
Equity Interests or beneficial ownership of such Person for portfolio investment purposes, if
such offer or purchase has not been duly approved by the Equity Interest holders or the board of
directors or equivalent governing body of such other Person prior to the date on which the
Borrower requests that the Banks advance funds under such Loan.




4.11.3. None of the proceeds of any Loan or Letter of Credit will be used, directly or
indirectly, (a) for the purpose of making any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else
acting in an official capacity, or otherwise in furtherance of an offer, payment, promise to
pay, or authorization of the payment or giving of money, or anything else of value, to any
Person, in any instance in violation of any Anti-Corruption Laws, (b) for the purpose of
funding, financing or facilitating any activities, business or transaction of or with any
Sanctioned Person or in any Sanctioned Country, or (c) in any manner that would result in the
violation of any Sanctions applicable to the Borrower or any of its Subsidiaries.



4.12. ERISA. The Borrower and each Commonly Controlled Entity have satisfied the minimum funding
standard (as defined in section 302 of ERISA and section 412 of the Code), with respect to each
Plan (other than a Multiemployer Plan), and no waiver of such minimum funding standard has been
sought or granted. No liability to the PBGC has been or is expected by the Borrower or any Commonly
Controlled Entity to be incurred with respect to any Plan (other than a Multiemployer Plan) by the
Borrower or any Commonly Controlled Entity which is or would be materially adverse to the business,
property or assets, condition (financial or otherwise) or operations of the Borrower and its
Subsidiaries taken as a whole. The funding target attainment percentage (as defined in section
303(d) of ERISA and section 430(d) of the Code) for each Plan (other than a Multiemployer Plan) is
not less than eighty percent (80%). Neither the Borrower nor any Commonly Controlled Entity has
incurred or currently expects to incur any withdrawal liability under Title IV of ERISA with
respect to any Multiemployer Plan which is or would be materially adverse to the business, property
or assets, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries
taken as a whole. The execution and delivery of this Agreement and the issuance of the Notes will
be exempt from or will not involve any transaction which is subject to the prohibitions of
section 406 of ERISA and will not involve any transaction in connection with which a penalty could
be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the
Code.



4.13. Governmental Consent. Neither the nature of the Borrower or of any Subsidiary, nor any of
their respective businesses or properties, nor any relationship between the Borrower or any
Subsidiary and any other Person, nor any circumstance in connection with the delivery of this
Agreement or any other Loan Documents is such as to require any authorization, consent, approval,
exemption or any action by or notice to or filing with any court or administrative or governmental
or regulatory body in connection with the execution and delivery of this Agreement or other Loan
Documents or fulfillment of or compliance with the terms and provisions hereof or thereof, except
for filings with governmental bodies required in order to perfect the Collateral Agent’s Liens on
the Collateral.



4.14. Environmental Compliance. The Borrower and its Subsidiaries and all of their respective
Properties and facilities have complied at all times and in all respects with all federal, state,
local and regional statutes, laws, ordinances and judicial or administrative orders, judgments,
rulings and regulations relating to protection of the environment except, in any such case, where
failure to comply would not be reasonably expected to result in a material adverse effect on the
business, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries
taken as a whole.



4.15. Investment Company Status. Neither the Borrower nor any Subsidiary is an “investment company”
or a company “controlled” by an “investment company” within the meaning of the Investment Company
Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers
Act of 1940, as amended.



4.16. Disclosure. Neither this Agreement nor any other document, certificate or statement furnished
to the Banks by or on behalf of the Borrower in connection herewith contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements
contained herein and therein not misleading. There is no fact peculiar to the Borrower or any of
its Subsidiaries which materially adversely affects or in the future may (so far as the Borrower
can now reasonably foresee) materially adversely affect the business, property or assets, condition
(financial or otherwise) or operations of the Borrower or any of its Subsidiaries taken as a whole
and which has not been set forth in this Agreement.



4.17. Interstate Commerce Act. Neither the Borrower nor any Subsidiary is a “rail carrier” or a
person controlled by or affiliated with a “rail carrier” within the meaning of Title 49, U.S.C.,
and the Borrower is not a “carrier” to which 49 U.S.C. Section 11301(b)(1) is applicable.



4.18. Solvency. Each of the Borrower and each Guarantor (assuming with respect to each Guarantor
that the fraudulent transfer savings language contained in the Guaranty applicable to it will be
given full effect) is, and after the making of each Loan hereunder will be, Solvent.



4.19. Security Interests.




4.19.1. The Security Agreement is effective to create and continue in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable
security interest in the Collateral (as defined in such Security Agreement) and, when financing
statements in appropriate form are filed in the applicable UCC filing offices, the Security
Agreement will constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the grantors thereunder in such portion of the Personal Property Collateral in
which a security interest may be perfected by the filing of one or more financing statements
under the UCC, in each case prior and superior in right to any other Person, other than
Permitted Liens.




4.19.2. Each Mortgage with respect to a related Mortgaged Property is or will be effective
to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a
legal, valid and enforceable Lien on such Mortgaged Property and, assuming appropriate filings
or registrations have been or are made with the county clerk or recorder of the county in which
such Mortgaged Property is located, such Mortgage will constitute a fully perfected Lien on all
right, title and interest of the Borrower in such Mortgaged Property, prior and superior in
right to any other Person, other than Excepted Liens.



4.20. Insurance. The properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Borrower or any Subsidiary, in such
amounts, after giving effect to any self-insurance compatible with the following standards, with
such deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or any Subsidiary
operates. The insurance coverage of the Borrower and its Subsidiaries as in effect on the Effective
Date is outlined as to carrier, policy number, expiration date, type, amount and deductibles on
Schedule 4.20.




4.21. Anti-Corruption Laws; Sanctions4.21.1. . The Borrower and each of its Subsidiaries
has implemented and maintains in effect policies and procedures designed to ensure compliance by
the Borrower and its Subsidiaries, and their respective directors, officers, employees and
agents, with applicable Anti-Corruption Laws and Sanctions. The Borrower and its Subsidiaries
and their respective officers and employees, and to the knowledge of the Borrower, the
respective directors and agents of the Borrower and each of its Subsidiaries, are in compliance
in all material respects with applicable Anti-Corruption Laws and Sanctions. None of the
Borrower or any Subsidiary of the Borrower, nor any of their respective directors, officers or
employees, or to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that
will act in any capacity in connection with or benefit from the credit facility established
hereby, is either (a) a Sanctioned Person or (b) located, organized or resident in a Sanctioned
Country. None of the proceeds of any Loan or Letter of Credit or any other transaction
contemplated by this Agreement or the other Loan Documents will violate applicable
Anti-Corruption Laws or Sanctions.



4.22. Qualified ECP Guarantor. Each of the Borrower and each Guarantor is a Qualified ECP Guarantor
as of the Effective Date and will be a Qualified ECP Guarantor as of the effective date of each
Specified Swap Agreement.




	5.	 	AFFIRMATIVE COVENANTS





So long as the Loans or any amount under any Loan Document shall remain unpaid, any Bank shall
have any Commitment, or there shall exist any Outstanding Credit Exposure, the Borrower covenants
as follows:



5.1. Financial Statements; Notice of Defaults. The Borrower will deliver to the Administrative
Agent:




5.1.1. as soon as practicable and in any event within 45 days after the end of each
quarterly period (other than the last quarterly period) in each fiscal year (or, if earlier,
such date as the Borrower is required to file a Quarterly Report on Form 10-Q with the SEC),
consolidating and consolidated statements of income, cash flows and shareholders’ equity of the
Borrower and its Subsidiaries for the period from the beginning of the current fiscal year to
the end of such quarterly period, and a consolidating and a consolidated balance sheet of the
Borrower and its Subsidiaries as of the end of such quarterly period, setting forth in each case
in comparative form figures for the corresponding period in the preceding fiscal year, all in
reasonable detail and certified by an Authorized Officer of the Borrower, subject to changes
resulting from year-end adjustments; provided, however, that delivery pursuant
to Section 5.1.6 below of copies of the Quarterly Report on Form 10-Q of the Borrower for such
quarterly period filed with the SEC shall be deemed to satisfy the requirements of this Section
5.1.1 with respect to consolidated financial statements so long as such statements contained in
such Quarterly Report on Form 10-Q are prepared in accordance with then current SEC and GAAP
standards;




5.1.2. as soon as practicable and in any event within 90 days after the end of each fiscal
year (or, if earlier, such date as the Borrower is required to file an Annual Report on
Form 10-K with the SEC), consolidating and consolidated statements of income, cash flows and
shareholders’ equity of the Borrower and its Subsidiaries for such year, and a consolidating and
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year,
setting forth in each case in comparative form corresponding consolidated figures from the
preceding annual audit, all in reasonable detail and satisfactory in form to the Majority Banks
and (i) as to the consolidated statements, all reported on by independent public accountants of
recognized national standing selected by the Borrower (whose report shall be without a “going
concern” or like qualification or exception and without any qualification or any exception as to
the scope of such audit and otherwise satisfactory in substance to the Majority Banks) to the
effect that such financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, and (ii) as to the
consolidating statements, certified by an Authorized Officer of the Borrower; provided, however,
that delivery pursuant to Section 5.1.6 below of copies of the Annual Report on Form 10-K of the
Borrower for such fiscal year filed with the SEC shall be deemed to satisfy the requirements of
this Section 5.1.2 with respect to consolidated financial statements so long as such statements
contained in such Annual Report on Form 10-K are prepared in accordance with then current SEC
and GAAP standards and do not contain a “going concern” or like qualification or exception;




5.1.3. together with each delivery of financial statements required by Sections 5.1.1 and
5.1.2 above, an Officer’s Certificate demonstrating (with computations in reasonable detail)
compliance by the Borrower and its Subsidiaries with the provisions of Sections 6.1 and 6.2
hereof and stating that there exists no Default or Matured Default, or, if any Default or
Matured Default exists, specifying the nature and period of existence thereof and what action
the Borrower proposes to take with respect thereto;




5.1.4. together with each delivery of financial statements required by Section 5.1.2 above,
a certificate of such accountants stating that, in making the audit necessary for their report
on such financial statements, they have obtained no knowledge of any Default or Matured Default,
or, if they have obtained knowledge of any Default or Matured Default, specifying the nature and
period of existence thereof. Such accountants, however, shall not be liable to anyone by reason
of their failure to obtain knowledge of any Default or Matured Default which would not be
disclosed in the course of an audit conducted in accordance with generally accepted auditing
standards;




5.1.5. to the extent not publicly available on the SEC’s website, promptly upon
transmission thereof, copies of all such financial statements, proxy statements, notices and
reports as it shall send to its public stockholders and copies of all registration statements
(without exhibits) and all reports which it files with the SEC;




5.1.6. promptly upon receipt thereof, a copy of each other report submitted to the Borrower
or any Subsidiary by independent accountants in connection with any annual, interim or special
audit made by them of the books of the Borrower or any Subsidiary;




5.1.7. immediately after any Authorized Officer obtains knowledge of a Default or Matured
Default, an Officer’s Certificate specifying the nature and period of existence thereof and what
action the Borrower proposes to take with respect thereto;




5.1.8. no later than February 15 of each year, a copy of the annual operating budget of
Borrower and its Subsidiaries for such year; and




5.1.9. with reasonable promptness, such other information respecting the condition or
operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the
Administrative Agent or any Bank may reasonably request.



5.2. Inspection of Property; Collateral Due Diligence.




5.2.1. The Borrower will permit any Person designated by any Bank in writing, at such
Bank’s expense if no Default or Matured Default exists and at the Borrower’s expense if a
Default or Matured Default does exist, to visit and inspect any of the Properties of the
Borrower and its Subsidiaries, to examine the corporate books and financial records of the
Borrower and its Subsidiaries and make copies thereof or extracts therefrom and to discuss the
affairs, finances and accounts of the Borrower and its Subsidiaries with the principal officers
of the Borrower and its independent public accountants, all at such reasonable times and as
often as any Bank may reasonably request.




5.2.2. The Borrower will permit the Administrative Agent to order and obtain desktop
appraisals of the Borrower’s Rolling Stock (meaning appraisals of limited scope whereby the
appraiser estimates the value of the Rolling Stock from his or her desk based on a current
listing supplied to him or her, but without conducting a physical inspection of the Rolling
Stock). Each desktop appraisal shall be conducted by a qualified appraiser selected by the
Administrative Agent and shall set forth the appraiser’s estimate of the net amount that could
be realized from an orderly liquidation sale of the Borrower’s Rolling Stock, given a reasonable
period of time to find a purchaser (or purchasers) with the Borrower being compelled to sell on
an “as-is, where-is” basis. Desktop appraisals may be obtained at any time in the Administrative
Agent’s reasonable exercise of its sole discretion. The Borrower will pay all reasonable costs
and expenses actually incurred by the Administrative Agent in connection with each desktop
appraisal; provided, however, that prior to the occurrence of any Default or Matured Default,
the Borrower shall not be required to pay the costs of more than one desktop appraisal per year.



5.3. Covenant to Secure Obligations Equally. If the Borrower or any Subsidiary shall create or
assume any Lien upon any of its Properties, whether now owned or hereafter acquired, other than (i)
a Permitted Lien, or (ii) a Lien created or assumed with the prior written consent of the
Collateral Agent and the Majority Banks, the Borrower shall make or cause to be made effective
provision whereby the Obligations and the Prudential Obligations will be secured by such Lien
equally and ratably with any and all other Indebtedness thereby secured so long as any such other
Indebtedness shall be so secured.



5.4. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply
with all statutes, laws, ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, Environmental and Safety Laws, and will obtain and maintain
in effect all licenses, certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective Properties or to the conduct of their respective
businesses, in each case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or maintain in effect such
licenses, certificates, permits, franchises and other governmental authorizations would not
reasonably be expected, individually or in the aggregate, to have a material adverse effect on the
business, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries
taken as a whole. The Borrower will, and will cause each of its Subsidiaries to, maintain in
effect and enforce policies and procedures designed to ensure compliance by the Borrower and each
of its Subsidiaries and their respective directors, officers, employees and agents with applicable
Anti-Corruption Laws and Sanctions.



5.5. Insurance.




5.5.1. The Borrower will, and will cause each of its Subsidiaries to, maintain with
financially sound and reputable insurance companies not Affiliates of the Borrower or any of its
Subsidiaries, (i) insurance with respect to its Properties and business against such casualties
and contingencies, of such types, on such terms and in such amounts as is customarily carried by
companies engaged in similar businesses and owning similar properties in localities where the
Borrower or any Subsidiary operates and (ii) such other insurance as may be required by the Loan
Documents or applicable law.




5.5.2. The Borrower will, and will cause each of its Subsidiaries to, (i) cause all such
policies covering any Collateral to be endorsed or otherwise amended to include a customary
lender’s loss payable endorsement or to name the Collateral Agent as an additional insured, in
form and substance satisfactory to the Collateral Agent, which endorsement shall provide that,
from and after the Effective Date, if the insurance carrier shall have received written notice
from the Collateral Agent of the occurrence of a Matured Default, the insurance carrier shall
pay all proceeds otherwise payable to the Borrower or a Subsidiary under such policies directly
to the Collateral Agent; (ii) deliver original or certified copies of all such policies to the
Collateral Agent; (iii) use commercially reasonable efforts to cause each such policy to provide
that it shall not be canceled, modified or not renewed upon not less than 30 days’ prior written
notice thereof by the insurer to the Collateral Agent; and (iv) deliver to the Collateral Agent,
prior to the cancellation, modification or nonrenewal of any such policy of insurance, a copy of
a renewal or replacement policy (or other evidence of renewal of a policy previously delivered
to the Collateral Agent) together with evidence satisfactory to the Collateral Agent of payment
of the premium therefor.




5.5.3. If at any time the area in which any Mortgaged Property is located is designated a
“flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency
Management Agency (or any successor agency), the Borrower will, or will cause SMF, to obtain
flood insurance in such total amount as required by Regulation H of the Federal Reserve Board,
as the same is from time-to-time in effect, and all official rulings and interpretations
thereunder or thereof may from time to time require, and otherwise comply with the National
Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be
amended from time to time.



5.6. Maintenance of Existence. The Borrower will, and will cause each of its Subsidiaries to, do or
cause to be done all things necessary to preserve, renew and keep in full force and effect its
corporate existence, material rights, licenses, permits and franchises; provided that
nothing in this Section 5.6 shall prevent the abandonment or termination of the existence of any
Subsidiary, or the rights or franchises of any Subsidiary or the Borrower if such abandonment or
termination would not have a material adverse effect upon the business, condition (financial or
otherwise), operations or prospects of the Borrower and its Subsidiaries taken as a whole.



5.7. Maintenance of Property. The Borrower will, and will cause each of its Subsidiaries to, at all
times maintain and preserve all Property used or useful in its business in good working order and
condition, and from time to time make, or cause to be made, all needful and proper repairs,
renewals and replacements thereto, so that the business carried on in connection therewith may be
properly conducted at all times, except to the extent that the failure to do so would not have a
material adverse effect upon the business, condition (financial or otherwise), operations or
prospects of the Borrower and its Subsidiaries taken as a whole.



5.8. Payment of Taxes. The Borrower will, and will cause each of its Subsidiaries to, pay and
discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its Property, prior to the time penalties would attach
thereto, as well as lawful claims for labor, materials and supplies or otherwise which, if unpaid,
might become a Lien or charge upon such Properties or any part thereof; provided,
however, that neither the Borrower nor any Subsidiary shall be required to pay and
discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so
long as the validity or amount thereof shall be subject to an active challenge or contest initiated
in good faith for which adequate reserves have been established in accordance with GAAP.



5.9. ERISA. The Borrower covenants that it and each of its Commonly Controlled Entities will
deliver to the Administrative Agent promptly and in any event within 10 days after it knows or has
reason to know of the occurrence of any event of the type specified in Section 8.1.14 notice of
such event and the likely impact on the Borrower and its Subsidiaries. In the event it or any
Commonly Controlled Entity has participated, now participates or will participate in any Plan or
Multiemployer Plan, the Borrower covenants that it and any such Commonly Controlled Entity will
deliver to the Administrative Agent: (i) promptly and in any event within 10 days after it knows or
has reason to know of the occurrence of a Reportable Event with respect to a Plan, a copy of any
materials required to be filed with the PBGC with respect to such Reportable Event, together with a
statement of the chief financial officer of the Borrower setting forth details as to such
Reportable Event and the action which the Borrower proposes to take with respect thereto; (ii) at
least 10 days prior to the filing by any plan administrator of a Plan of a notice of intent to
terminate such Plan, a copy of such notice; (iii) promptly upon the reasonable request of the
Administrative Agent, and in no event more than 10 days after such request, copies of each annual
report on Form 5500 that is filed with the Internal Revenue Service, together with certified
financial statements for the Plan (if any) as of the end of such year and actuarial statements on
Schedule B to such Form 5500; (iv) promptly and in any event within 10 days after it knows or has
reason to know of any event or condition which might constitute grounds under section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan, a statement of the
chief financial officer of the Borrower describing such event or condition; (v) promptly and in no
event more than 10 days after its or any Commonly Controlled Entity’s receipt thereof, the notice
concerning the imposition of any withdrawal liability under section 4202 of ERISA; and
(vi) promptly after receipt thereof, a copy of any notice the Borrower or any Commonly Controlled
Entity may receive from the PBGC or the Internal Revenue Service with respect to any Plan or
Multiemployer Plan; provided, however, that this Section 5.9 shall not apply to
notices of general application promulgated by the PBGC or the Internal Revenue Service.



5.10. Environmental Covenants.




5.10.1. The Borrower will maintain an environmental management system that is designed
(A) to monitor the Borrower’s and its Subsidiaries’ compliance with Environmental and Safety
Laws, and (B) to minimize the Borrower’s and its Subsidiaries’ exposure to liabilities under
Environmental and Safety Laws, including, but not limited to, the Borrower’s and its
Subsidiaries’ exposure to liabilities under contracts or agreements with its customers or
partners. In addition, the environmental management system shall ensure that the Borrower’s and
its Subsidiaries’ potential exposures to liabilities under Environmental and Safety Laws are
adequately insured against pursuant to Section 5.5.




5.10.2. The Borrower will immediately notify the Administrative Agent of and provide the
Administrative Agent with copies of any notifications of violations or notifications of
discharges or releases or threatened releases or discharges of a Hazardous Materials on, upon,
into or from any property of the Borrower or any Subsidiary, or any property where the Borrower
or its Subsidiaries is conducting operations, which are received or are given or required to be
given by or on behalf of the Borrower or any of its Subsidiaries to any federal, state or local
governmental agency or authority if any of the foregoing may materially and adversely affect the
Borrower or any of its Subsidiaries. Copies of such notifications shall be delivered to the
Administrative Agent at the same time as they are delivered to the governmental agency or
authority.




5.10.3. The Borrower further agrees promptly to undertake and pursue diligently to
completion, or to cause its Subsidiaries to undertake and pursue diligently to completion, any
appropriate and legally required remedial containment and cleanup action in the event of any
release or discharge or threatened release or discharge of a Hazardous Material in violation of
applicable law on, upon, into or from any property of the Borrower or any Subsidiary.




5.10.4. At all times, the Borrower will maintain and retain, or cause its Subsidiaries to
maintain and retain, to the extent legally required, complete and accurate records of all
releases, discharges or other disposal of Hazardous Materials on, onto, into or from (A) any
Property of the Borrower or any Subsidiary, or (B) any Property on or adjacent to which the
Borrower or any of its Subsidiaries conducts operations (each, a “Third Party Property”)
if such releases, discharges, or other disposal on Third Party Properties is caused by the
Borrower or any of its Subsidiaries or any Person under its control or acting on its behalf and
to the extent such failure to maintain such records would have a material adverse effect on the
business, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries,
taken as a whole.



5.11. Maintenance of Collateral; Pledge of Additional Collateral.




5.11.1. The Borrower will, and will cause SMF to, grant to the Collateral Agent an
Acceptable Security Interest in each item or type of Property included in the Collateral;
provided, however, that prior to the occurrence of any Default or Matured
Default, the Borrower and its Subsidiaries will not be required to take steps to perfect the
Collateral Agent’s Liens on deposit accounts, trademarks, patents, promissory notes,
instruments, Rolling Stock or other Personal Property Collateral as to which perfection is not
accomplished by the filing of one or more UCC financing statements.




5.11.2. Within thirty (30) days after any other Person becomes a Subsidiary, (a) cause such
Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a
Guaranty or such other document as the Administrative Agent shall deem appropriate for such
purpose, (ii) deliver to the Administrative Agent documents of the types referred to in Section
3.1 and favorable opinions of counsel to such Person (which shall cover, among other things, the
legality, validity, binding effect and enforceability of the documentation referred to in clause
(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent, and
(iii) execute such Collateral Documents as the Collateral Agent or the Majority Banks may
reasonably request, in each case to secure the Obligations, and (b) cause the immediate parent
of such Subsidiary to pledge 100% of the Equity Interest in such Subsidiary to secure the
Obligations and provide such legal opinions relating thereto as the Administrative Agent may
reasonably request, along with share certificates pledged thereby and appropriately executed
stock powers in blank.




5.11.3. Within 60 days following the Effective Date, the Borrower shall cause SMF to
execute and deliver to the Collateral Agent such amendments to existing Mortgages, in recordable
form, as may be required by the Collateral Agent in the reasonable exercise of its sole
discretion in order to reflect of record that such Mortgages secure all of the Obligations
hereunder.




	6.	 	FINANCIAL COVENANTS





So long as the Loans or any amount under any Loan Document shall remain unpaid, any Bank shall
have any Commitment, or there shall exist any Outstanding Credit Exposure, the Borrower covenants
as follows:



6.1. Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio,
determined as of the last day of each fiscal quarter beginning with the fiscal quarter ending March
31, 2015, for the four fiscal quarters then ended, to be less than 1.10 to 1.00.



6.2. Leverage Ratio. The Borrower will not permit the Leverage Ratio, determined as of the last day
of each fiscal quarter beginning with the fiscal quarter ending March 31, 2015, to be greater than
3.25 to 1.00.




	7.	 	NEGATIVE COVENANTS





So long as the Loans or any amount under any Loan Document shall remain unpaid, any Bank shall
have any Commitment, or there shall exist any Outstanding Credit Exposure:



7.1. Liens. The Borrower will not and will not permit any Subsidiary to create, assume or suffer to
exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, or
any income, participation, royalty or profits therefrom (whether or not provision is made for the
equal and ratable securing of the Obligations in accordance with the provisions of Section 5.3),
except:




(a) Excepted Liens;




(b) Liens securing the Obligations and, so long as such Liens are subject to the terms
of the Prudential Intercreditor Agreement, the Prudential Obligations;




(c) Liens in existence on the date hereof as set forth on Schedule 7.1 hereto;




(d) Liens on the Properties of any Subsidiary acquired pursuant to a Permitted
Acquisition, provided that the Indebtedness secured thereby is permitted under Section
7.2(g); and




(e) Liens on fixed or capital assets acquired by the Borrower or any Subsidiary after
the Effective Date and securing purchase money Indebtedness, provided that (i) the total
Indebtedness at any time secured by all such Liens, together with any other Indebtedness not
otherwise permitted under Sections 7.2(a) through (f) and Section 7.2(h), shall not exceed
the limitations set forth in Section 7.2(g); (ii) such Liens do not at any time encumber any
Property other than the Property specifically financed by such Indebtedness (other than the
proceeds and products thereof); (iii) in the event such Indebtedness is owed to any Person
with respect to financing of more than one lease or purchase of any fixed or capital assets,
such Liens may secure all such Indebtedness and may apply to all such fixed or capital
assets financed by such Person; and (iv) the Borrower and its Subsidiaries shall not be
required to grant a Lien in favor of the Collateral Agent in any Property which is subject
to a Lien of the type described in this subsection pursuant to documents that prohibit the
Borrower or any of its Subsidiaries from granting any other Liens in such Property.



7.2. Debt. The Borrower will not and will not permit any Subsidiary to create, incur, assume or
suffer to exist any Indebtedness, except:




(a) Obligations of the Borrower and each Guarantor under this Agreement, the Guaranties
and any other Loan Documents;




(b) Swap Obligations of the Borrower or any Subsidiary owing to any Bank (or any
Affiliate of a Bank) or to any other counterparty acceptable to the Administrative Agent;




(c) Indebtedness under any Treasury Management Agreement;




(d) Indebtedness of any Subsidiary to the Borrower or a Wholly Owned Subsidiary;




(e) the Prudential Obligations and any refinancings, extensions, renewals or
replacements thereof, to the extent the principal amount of the Prudential Obligations (or
refinancing thereof) is not increased and the documents governing any refinancing of the
Prudential Obligations do not contain terms, conditions, covenants and events of default
which are more restrictive than those contained in the Prudential Note Documents;




(f) Indebtedness of any Guarantor under the Prudential Note Guaranties, so long as the
Prudential Intercreditor Agreement is in effect;




(g) other Indebtedness not to exceed $100,000,000 in the aggregate at any time
outstanding (such other Indebtedness may include Indebtedness of any Subsidiary acquired
pursuant to a Permitted Acquisition, provided, however, that such Indebtedness shall not
have been incurred in contemplation of such Acquisition and in no case shall any such
Indebtedness remain in effect for a period of time beyond the maturity date of such
Indebtedness in place when such Subsidiary was acquired); and




(h) existing Indebtedness described on Schedule 7.2 hereto and any
refinancings, extensions, renewals or replacements of such Indebtedness to the extent the
documents governing such refinanced Indebtedness do not contain terms, conditions, covenants
and events of default which, taken collectively, are materially more restrictive than those
contained in the documents governing such Indebtedness as of the Effective Date.



7.3. Loans, Advances and Investments. The Borrower will not and will not permit any Subsidiary to
make or permit to remain outstanding any loan or advance to, or extend credit other than credit
extended in the normal course of business to any Person who is not an Affiliate of the Borrower to,
or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any Person, or make any Acquisition, or commit to do any of the
foregoing, except:




(a) investments in, loans or advances to, or contributions to any Wholly Owned
Subsidiary, and loans or advances by any Wholly Owned Subsidiary to the Borrower or any
other Wholly Owned Subsidiary;




(b) obligations backed by the full faith and credit of the United States (whether
issued by the United States or an agency thereof), and obligations guaranteed by the United
States, in each case which mature within one year from the date acquired;




(c) demand and time deposits with, or certificates of deposit issued by, any commercial
bank or trust company (A) organized under the laws of the United States or any of its states
or having branch offices therein, (B) having equity capital in excess of $250,000,000 and
(C) which issues either (1) senior debt securities rated A or better by S&P, or by Moody’s
or (2) commercial paper rated A-1 by S&P or Prime-1 by Moody’s, in each case payable in the
United States in Dollars, in each case which mature within one year from the date acquired;




(d) money market funds that (i) comply with the criteria set forth in Securities and
Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA
by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;




(e) readily marketable commercial paper rated as A-1 or better by S&P or Prime-1 or
better by Moody’s (or, in either case, an equivalent rating from another nationally
recognized credit rating agency) and maturing not more than 270 days from the date acquired;




(f) bonds, debentures, notes or similar debt instruments issued by a state or
municipality given a “AA” rating or better by S&P or an equivalent rating by another
nationally recognized credit rating agency and maturing not more than one year from the date
acquired;




(g) negotiable instruments endorsed for collection in the ordinary course of business;




(h) loans or advances to its or its Subsidiaries’ employees on an arms-length basis in
the ordinary course of business consistent with past practices for travel and entertainment
expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in the
aggregate at any one time outstanding;




(i) notes payable, or stock or other securities issued by account debtors of
Receivables to the Borrower or any of its Subsidiaries pursuant to negotiated agreements
with respect to settlement of such Receivables in the ordinary course of business,
consistent with past practices;




(j) other investments not to exceed $3,000,000 (in addition to short term investment of
cash on hand from time to time in the Borrower’s operating account) in the aggregate for
reasonable business purposes;




(k) investments in the form of Swap Agreements permitted by Section 7.2(b); and




(l) any Acquisition not otherwise prohibited hereunder so long as in each case:




i. the target of such Acquisition is in the same line of business as the
Borrower or any business that is substantially similar, related or incidental
thereto;




ii. no Default or Matured Default exists at the time of such Acquisition or
would result from such Acquisition;




iii. the Borrower’s pro forma Leverage Ratio upon consummation of such
Acquisition does not exceed 3.00 to 1.00;




iv. the Borrower has delivered to the Banks written notice of the intended
Acquisition and a copy of the information provided to the board of directors of the
Borrower not less than ten (10) days prior to the consummation of such Acquisition;




v. not less than ten (10) days prior to the consummation of such Acquisition,
the Borrower provides the Administrative Agent with a certification, in form and
substance satisfactory to the Administrative Agent, demonstrating that upon the
consummation of such Acquisition, the Borrower will be in compliance with clause
(iii) above and in pro forma compliance with the financial covenant set forth in
Section 6.1, calculated in each case as if such Acquisition had been made on the
last date of the most recent fiscal quarter for which financial statements of the
Borrower have been provided under Section 5.1;




vi. neither the Borrower nor any Subsidiary shall, as a result of or in
connection with any such Acquisition, assume or incur any direct or contingent
Indebtedness of the Person being acquired (except for Indebtedness permitted under
the terms of Section 7.2(g));




vii. such Acquisition is not hostile and is otherwise approved by the Equity
Interest holders or the board of directors or other equivalent governing body of the
target of the Acquisition; and




viii. if (A) the Acquisition is an Acquisition of the Equity Interests of a
Person, the Acquisition is structured so that the acquired Person will become a
Subsidiary of the Borrower and will comply with the provisions of Section 5.11.2,
and (B) if the Acquisition is an Acquisition of assets, the Acquisition is
structured so that the Borrower or a Guarantor will acquire such assets.




Notwithstanding the foregoing, no Subsidiary shall acquire any Equity Interests of the
Borrower, except as a result of participant directed investments in such Subsidiary’s
nonqualified capital accumulation plans.



7.4. Sale of Stock and Indebtedness of Subsidiaries. The Borrower will not and will not permit any
Subsidiary to sell or otherwise dispose of, or part with control of, any Equity Interests or
Indebtedness of any Subsidiary, except (i) to the Borrower or a Wholly Owned Subsidiary or
(ii) that all Equity Interests and Indebtedness of any Subsidiary may be sold for at least 75% cash
consideration and for fair value (as determined in good faith by the Board of Directors of the
Borrower) at the time of sale of the Equity Interests and Indebtedness so sold; provided
that (A) such sale or other disposition is treated as a Transfer of assets of such Subsidiary and
is permitted by Section 7.6 and (B) at the time of such sale or other disposition, such Subsidiary
shall not own, directly or indirectly, any Equity Interests or Indebtedness of any other Subsidiary
(unless all of the Equity Interests and Indebtedness of such other Subsidiary owned, directly or
indirectly, by the Borrower and all Subsidiaries are simultaneously being sold as permitted by this
Section 7.4). Notwithstanding the foregoing, in no event may the Borrower or any Existing
Subsidiary Transfer its Equity Interests in any Existing Subsidiary (except for Transfers to the
Borrower or a Wholly Owned Subsidiary) without the consent of all of the Banks. If requested by the
Borrower in order to facilitate the sale or disposition of Equity Interests of any Subsidiary which
is permitted to be made under the terms of this Section 7.4 and Paragraph 6E of the Prudential
Agreement, the Collateral Agent shall release its Lien on the Equity Interests to be Transferred
and the Administrative Agent shall release the applicable Subsidiary from its Guaranty, and the
Banks hereby authorize the Collateral Agent and the Administrative Agent to deliver such releases.



7.5. Merger and Consolidation; Subsidiaries. The Borrower will not and will not permit any
Subsidiary to merge or consolidate with or into any other Person, except that:




(a) any Subsidiary may merge or consolidate with or into the Borrower provided
that the Borrower is the continuing or surviving corporation;




(b) any Subsidiary may merge or consolidate with or into a Wholly Owned Subsidiary
provided that such Wholly Owned Subsidiary is the continuing or surviving
corporation;




(c) the Borrower may consolidate or merge with any other corporation if (i) the
Borrower is the continuing or surviving corporation and is a solvent corporation duly
organized and existing under the laws of any state of the United States, or the District of
Columbia, with substantially all of its assets located and substantially all of its
operations conducted within the United States, and such continuing or surviving corporation
expressly assumes, by a written agreement satisfactory in form and substance to the Majority
Banks (which agreement may require, in connection with such assumption, the delivery of such
opinions of counsel as the Majority Banks may reasonably require), the obligations of the
Borrower under this Agreement and the other Loan Documents, including all covenants herein
and therein contained, and such successor or acquiring entity shall succeed to and be
substituted for the Borrower with the same effect as if it had been named herein as a party
hereto, (ii) no Default or Matured Default exists before or after such merger or
consolidation, (iii) the Borrower’s pro forma Leverage Ratio upon consummation of such
consolidation or merger does not exceed 3.00 to 1.00, and (iv) the core managers of the
Borrower prior to the merger or consolidation shall be the core managers of the continuing
or surviving entity;




(d) any Subsidiary may merge or consolidate with any other corporation,
provided that, immediately after giving effect to such merger or consolidation (i) a
Wholly Owned Subsidiary shall be the continuing or surviving corporation, (ii) no Default or
Matured Default exists before or after such merger or consolidation and (iii) the Borrower’s
pro forma Leverage Ratio upon consummation of such consolidation or merger does not exceed
3.00 to 1.00; and




(e) the Borrower or any Subsidiary may enter into a merger or consolidation in
connection with an Acquisition permitted by Section 7.3(l).



Notwithstanding anything to the contrary in this Section 7.5, any surviving or newly acquired or
created Subsidiary or Wholly Owned Subsidiary shall continue to be or shall become a Guarantor
hereunder at the time of consummation of the merger or consolidation or acquisition of such
Subsidiary.



7.6. Transfer of Properties. The Borrower will not and will not permit any Subsidiary to Transfer,
or agree or otherwise commit to Transfer, any of its Properties except that:




(a) any Subsidiary may Transfer assets to the Borrower or a Wholly Owned Subsidiary;




(b) the Borrower or any Subsidiary may collect its Receivables and sell inventory in
the ordinary course of business;




(c) the Borrower and any Subsidiary may sell investments permitted by Section 7.3; and




(d) the Borrower or any Subsidiary may otherwise Transfer Properties, provided
that after giving effect thereto the aggregate value of any Properties Transferred during
the 12 consecutive months immediately preceding such Transfer does not exceed 5% of
Consolidated Tangible Assets as of the end of the fiscal quarter immediately preceding such
Transfer, provided, however, that the aggregate purchase price paid within
90 days after any such Transfer for similar assets within the United States that are not
subject to Liens (other than Permitted Liens) for borrowed money other than pursuant to this
Agreement (before or after acquisition) will be deducted in determining this 5% limit.



Notwithstanding the foregoing, in no event may the Borrower or any Subsidiary Transfer any
Mortgaged Property without the consent of the Majority Banks. If requested by the Borrower in order
to facilitate any Transfer which is permitted to be made under the terms of this Section 7.6 and
Paragraph 6G of the Prudential Agreement or which has otherwise been consented to by the requisite
Banks and Prudential, the Collateral Agent shall release its Lien on the Property or Properties to
be Transferred, and the Banks hereby authorize the Collateral Agent to deliver such release.



7.7. Sale or Discount of Receivables. The Borrower will not and will not permit any Subsidiary to
sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its
Receivables.



7.8. Related Party Transactions. The Borrower will not and will not permit any Subsidiary to
directly or indirectly, purchase, acquire or lease any Property from, or sell, transfer or lease
any property to any Related Party except upon terms that are no less favorable to the Borrower or
such Subsidiary, as the case may be, than those that could be obtained in an arm’s-length
transaction with an unrelated third party; provided that the foregoing shall not apply to
(A) any transaction between the Borrower and any Wholly Owned Subsidiary or between Wholly Owned
Subsidiaries and (B) any sales to, or purchases from, any such Related Party of shares of common
stock for cash consideration equal to the fair market value thereof (except pursuant to stock
option, stock appreciation and similar stock-based compensation, incentive and bonus plans for
directors, management or employees of the Borrower and its Subsidiaries that have been approved by
a majority of the Borrower’s outside directors or the Compensation Committee of the Board of
Directors of the Borrower).



7.9. Issuance of Stock by Subsidiaries. The Borrower will not permit any Subsidiary (either
directly, or indirectly by the issuance of rights or options for, or securities convertible into,
such shares) to issue, sell or dispose of any of its Equity Interests except (i) for directors’
qualifying shares or other shares issued to comply with local ownership legal requirements (but not
in excess of the minimum number of shares necessary to satisfy such requirement), and (ii) to the
Borrower or a Wholly Owned Subsidiary.



7.10. Subsidiary Restrictions. The Borrower will not and will not permit any Subsidiary to enter
into, or be otherwise subject to, any contract, agreement or other binding obligation that directly
or indirectly limits the amount of, or otherwise restricts (i) the payment to the Borrower of
dividends or other redemptions or distributions with respect to its capital stock by any
Subsidiary, (ii) the repayment to the Borrower by any Subsidiary of intercompany loans or advances,
or (iii) other intercompany transfers to the Borrower of property or other assets by Subsidiaries.



7.11. Change of Business.




7.11.1. The Borrower will not change, and will not permit any Subsidiary to change, in any
material respect the nature of its business or operations from the business conducted by the
Borrower and its Subsidiaries on the date hereof and will not engage, and will not permit any
Subsidiary to engage directly or indirectly in any material business activity, or purchase or
otherwise acquire any material Property, in either case not directly related to the conduct of
its current business or operations or any business that is substantially similar, related or
incidental thereto.




7.11.2. The Borrower will not permit SCS to acquire or own any Property not held by it on
the Effective Date.



7.12. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to:




(a) declare, make, pay, or become obligated to make or pay, any dividend or other
distribution (whether in cash, securities or other Property) on any Equity Interest in the
Borrower or any of its Subsidiaries, except that (i) the Borrower may declare and pay
dividends on its Equity Interests payable solely in additional shares of its common stock,
(ii) Subsidiaries may declare and pay dividends or make distributions ratably on their
Equity Interests, (iii) the Borrower may make payments pursuant to and in accordance with
stock option, stock appreciation and similar stock-based compensation, incentive and bonus
plans for directors, management or employees of the Borrower and its Subsidiaries that have
been approved by a majority of the Borrower’s outside directors or the Compensation
Committee of the Board of Directors of the Borrower, and (iv) the Borrower may declare and
pay cash dividends on shares of its outstanding Equity Interests so long as (A) no Default
or matured Default has occurred and is continuing at the time of such declaration or
payment, and (B) after making such payment, the Borrower would be in pro-forma compliance
with each of the financial covenants set forth in Section 6, calculated as if such payment
had been made on the last date of the most recent fiscal quarter for which financial
statements of the Borrower have been provided under Section 5.1; or




(b) make any payment (whether in cash, securities or other Property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Equity Interests in the Borrower or any
Subsidiary, except that: (i) the Borrower may purchase, redeem, retire, acquire, cancel or
terminate any of its Equity Interests up to the aggregate amount of $50,000,000, provided
that (A) the Borrower’s pro forma Leverage Ratio following any such transaction shall be
less than or equal to 2.75 to 1.00 and (B) the Borrower’s pro forma Available Liquidity
following any such transaction shall be greater than or equal to $30,000,000; and (ii) the
Borrower may make purchases of Equity Interests in the Borrower pursuant to and in
accordance with stock option, stock appreciation and similar stock-based compensation,
incentive and bonus plans for directors, management or employees of the Borrower and its
Subsidiaries that have been approved by a majority of the Borrower’s outside directors or
the Compensation Committee of the Board of Directors of the Borrower; or




(c) make any payment (other than a scheduled payment) of principal on the Prudential
Term Notes or any other Indebtedness for borrowed money if at the time of any such payment
there exists any Default or Matured Default or if the making of such payment would result in
or give rise to a Default or Matured Default; provided that, prior to making any
such payment, the Borrower provides the Administrative Agent with a certification, in form
and substance satisfactory to the Administrative Agent, demonstrating that immediately
following the making of such payment, the Borrower will be in pro-forma compliance with each
of the financial covenants set forth in Section 6, calculated as if such payment had been
made on the last date of the most recent fiscal quarter for which financial statements of
the Borrower have been provided under Section 5.1.



7.13. Most Favored Lender Status.




7.13.1. The Borrower will not enter into or permit any amendment to the Prudential
Agreement or any other Prudential Note Document to include one or more Additional Covenants or
Additional Defaults, unless prior written consent to such amendment shall have been obtained
from the Majority Banks; provided, however, in the event that any such amendment
shall be entered into without the prior written consent of the Majority Banks, the terms of this
Agreement shall, without any further action on the part of the Borrower, the Majority Banks or
the Administrative Agent, be deemed to be amended automatically to include each Additional
Covenant and each Additional Default contained in such amendment. The Borrower further covenants
to promptly execute and deliver at its expense (including the reasonable fees and expenses of
counsel for the Banks and the Administrative Agent) an amendment to this Agreement in form and
content satisfactory to the Majority Banks evidencing the amendment of this Agreement to include
such Additional Covenants and Additional Defaults to which the Majority Banks granted consent,
provided that the execution and delivery of such amendment shall not be a precondition to the
effectiveness of such amendment as provided for in this Section 7.13.1, but shall merely be for
the convenience of the parties hereto.




7.13.2. The Borrower will not enter into or amend any agreement governing or evidencing
Indebtedness for borrowed money (other than the Prudential Agreement and other than Capital
Leases) in a principal amount committed or outstanding of $10,000,000 or more under one
agreement, or a series of related agreements, that includes one or more Additional Covenants or
Additional Defaults (other than covenants pertaining to the conversion of such Indebtedness to
equity), unless prior to entering into such agreement or amendment, (i) the Borrower offered
such Additional Covenant or Additional Default to the Banks and (ii) if the Majority Banks have
accepted such Additional Covenant or Additional Default, the Borrower has executed and delivered
at its expense (including the reasonable fees and expenses of counsel for the Banks and the
Administrative Agent) an amendment to this Agreement to include such Additional Covenants and
Additional Defaults in this Agreement, provided that in no event shall the Borrower
enter into or amend any agreement to restrict payments on the Obligations or restrict the
ability of the Borrower to enter into amendments and modifications of this Agreement or the
other Loan Documents without the prior written consent of the Majority Banks; provided,
further, in the event that the Borrower or any Subsidiary shall enter into, assume or
otherwise become bound by or obligated under any such agreement that includes Additional
Covenants or Additional Defaults, without executing and delivering such amendment to this
Agreement, the terms of this Agreement shall, without any further action on the part of the
Borrower, the Majority Banks or the Administrative Agent, be deemed to be amended automatically
to include each Additional Covenant and each Additional Default contained in such agreement.



7.14. Sanctions. The Borrower will not, directly or indirectly, use the proceeds of the Loans, or
lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner
or other Person, (i) to fund any activities or business of or with any Sanctioned Person or in any
Sanctioned Country, or (ii) in any other manner that would result in a violation of Sanctions by
any Person (including any Person participating in the Loans, whether as underwriter, advisor,
investor, or otherwise).




	8.	 	EVENTS OF DEFAULT





8.1. Acceleration. If any of the following events shall occur and be continuing for any reason
whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or otherwise):




8.1.1. the Borrower shall fail to pay principal of any Loan (including any mandatory
prepayment required by Section 2.11.2) or to reimburse any drawing under any Letter of Credit as
and when the same becomes due and payable, either by the terms thereof or otherwise as herein
provided; or




8.1.2. the Borrower shall fail to pay any interest on any Note or any fee, expense or other
amount due under this Agreement and such failure shall continue for more than three (3) days
after the date due; or




8.1.3. the Borrower or any Subsidiary shall default (whether as primary obligor or as
guarantor or other surety) in any payment of principal of or interest on any other obligation
for money borrowed (or any Capitalized Lease Obligation, any obligation under a conditional sale
or other title retention agreement, any obligation issued or assumed as full or partial payment
for property whether or not secured by a purchase money mortgage or any obligation under notes
payable or drafts accepted representing extensions of credit) beyond any period of grace
provided with respect thereto, or the Borrower or any Subsidiary shall fail to perform or
observe any other agreement, term or condition contained in any agreement under which any such
obligation is created (or if any other event thereunder or under any such agreement shall occur
and be continuing) and the effect of such failure or other event is to cause, or to permit the
holder or holders of such obligation (or a trustee on behalf of such holder or holders) to
cause, such obligation to become due (or to be repurchased by the Borrower or any Subsidiary)
prior to any stated maturity; provided that the aggregate amount of all obligations as
to which such a payment default shall occur and be continuing or such a failure or other event
causing or permitting acceleration (or resale to the Borrower or any Subsidiary) shall occur and
be continuing exceeds $5,000,000 or the equivalent amount in other currencies; or




8.1.4. any representation or warranty made by the Borrower herein or by the Borrower or any
of its officers in any writing furnished in connection with or pursuant to this Agreement shall
be false in any material respect on the date as of which made; or




8.1.5. the Borrower shall fail to perform or observe any term, covenant or agreement
contained in Sections 5, 6 or 7 (provided, however, to the extent the Borrower’s
compliance with any term, covenant or agreement contained in Sections 5, 6 or 7 is based upon
the Borrower’s response to any request for information made by any Agent or Bank or upon any
determination to be made at the discretion of any Agent or the Banks, the Borrower shall have a
reasonable period, not to exceed 10 days, in which to comply with such request or
determination); or




8.1.6. the Borrower shall fail to perform or observe any other term, covenant, agreement or
condition contained herein or in any Collateral Document or other Loan Document (other than a
Default of the type described in Section 8.1.5) and such failure shall not be remedied within 30
days after the Borrower obtains actual knowledge thereof; or




8.1.7. the Borrower or any Subsidiary shall make an assignment for the benefit of creditors
or shall generally not pay its debts as such debts become due; or




8.1.8. any decree or order for relief in respect of the Borrower or any Subsidiary shall be
entered under any Debtor Relief Laws of any jurisdiction; or




8.1.9. the Borrower or any Subsidiary shall petition or apply to any tribunal for, or
consent to, the appointment of, or taking possession by, a trustee, receiver, custodian,
liquidator or similar official of the Borrower or any Subsidiary, or of any substantial part of
the assets of the Borrower or any Subsidiary, or shall commence a voluntary case under any
Debtor Relief Law or any proceedings (other than proceedings for the voluntary liquidation and
dissolution of a Subsidiary) relating to the Borrower or any Subsidiary under any Debtor Relief
Laws; or




8.1.10. any such petition or application shall be filed, or any such proceedings shall be
commenced, against the Borrower or any Subsidiary and the Borrower or such Subsidiary by any act
shall indicate its approval thereof, consent thereto or acquiescence therein, or an order,
judgment or decree shall be entered appointing any such trustee, receiver, custodian, liquidator
or similar official, or approving the petition in any such proceedings, and such order, judgment
or decree remains unstayed and in effect for more than 60 days; or




8.1.11. any order, judgment or decree shall be entered in any proceedings against the
Borrower decreeing the dissolution of the Borrower and such order, judgment or decree remains
unstayed and in effect for more than 60 days; or




8.1.12. any order, judgment or decree shall be entered in any proceedings against the
Borrower or any Subsidiary decreeing a split-up of the Borrower or such Subsidiary which
requires the divestiture of assets representing a substantial part, or the divestiture of the
stock of a Subsidiary whose assets represent a substantial part, of the consolidated assets of
the Borrower and its Subsidiaries (determined in accordance with GAAP) or which requires the
divestiture of Properties or stock of a Subsidiary, which shall have contributed a substantial
part of the consolidated net income of the Borrower and its Subsidiaries (determined in
accordance with GAAP) for any of the three fiscal years then most recently ended, and such
order, judgment or decree remains unstayed and in effect for more than 60 days; or




8.1.13. one or more judgments or orders for the payment of money in an aggregate amount in
excess of $5,000,000 shall be rendered against the Borrower or any Subsidiary and either
(i) enforcement proceedings to attach or levy against any assets of Borrower or such Subsidiary
shall have been commenced by any creditor upon any such judgment or order, which proceedings are
not promptly stayed; or (ii) such judgment or order remains in effect unsatisfied and unstayed
for more than 60 days after entry thereof; or




8.1.14. (A) any Plan shall fail to satisfy the minimum funding standard of ERISA or the
Code for any plan year or part thereof or a waiver of such standard is sought or granted under
Section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is
reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings
under ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC
shall have notified the Borrower or any Commonly Controlled Entity that a Plan may become a
subject of such proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within
the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with
Title IV of ERISA, shall exceed $1,000,000, (D) the Borrower or any Commonly Controlled Entity
shall have incurred or is reasonably expected to incur any material liability pursuant to
Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, (E) the Borrower or any Commonly Controlled Entity withdraws from any
Multiemployer Plan which creates an obligation of Borrower in excess of $1,000,000, or (F) the
Borrower or any Subsidiary establishes or amends any employee welfare benefit plan that provides
post-employment welfare benefits in a manner that would materially increase the liability of the
Borrower or any Subsidiary thereunder; or




8.1.15. any Collateral Document, at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or satisfaction in full of all of the
Obligations, shall cease to be in full force and effect and the Borrower or Subsidiary party
thereto shall fail to cure the same within 10 days of written demand by the Collateral Agent, or
the Borrower or any Subsidiary purports to revoke, terminate or rescind any Collateral Document;
or




8.1.16. any provision of any Guaranty, at any time after its execution and delivery and for
any reason other than as expressly permitted hereunder or satisfaction in full of all of the
Obligations, shall cease to be valid and binding on the Guarantor party thereto other than
satisfaction in full of all of the Obligations and such Guarantor shall fail to cure the same
within 10 days of written demand by the Administrative Agent, or a Guarantor shall so state in
writing; or




8.1.17. (i) the Borrower shall fail to pay any Prudential Term Notes when due; (ii) the
Borrower shall default in the performance of any term, provision or conditions contained in the
Prudential Agreement, or any other event shall occur or condition exist, the effect of which is
to cause or permit the holder or holders of the Prudential Term Notes to cause the Prudential
Term Notes to become due prior to their stated maturity; or (iii) the Prudential Term Notes
shall be declared to be due and payable or required to be prepaid (other than by a regularly
scheduled payment or as a result of the sale of an asset securing such Prudential Term Notes)
prior to the stated maturity thereof; or




8.1.18. the Borrower or any Subsidiary shall (i) fail to pay when due any Swap Obligations
owing to any Bank or any Affiliate of a Bank and such failure shall continue beyond any period
of grace provided with respect thereto, or (ii) breach any term, provision or condition
contained in any Swap Agreement with any Bank or any Affiliate of a Bank and the effect of such
failure or other event is to cause such Swap Agreement to be terminated or the related Swap
Obligation to be declared or to become immediately due and payable;




8.1.19. the Borrower or any Subsidiary shall (i) fail to pay when due any Swap Obligations
owing to any counterparty other than a Bank or Affiliate of a Bank and such failure shall
continue beyond any period of grace provided with respect thereto, or (ii) breach any term,
provision or condition contained in any Swap Agreement with any counterparty other than a Bank
or Affiliate of a Bank and the effect of such failure or other event is to cause such Swap
Agreement to be terminated or the related Swap Obligation to be declared or to become
immediately due and payable; provided that the aggregate Swap Obligations as to which
such a payment default shall occur and be continuing or such a failure or other event causing or
permitting acceleration shall occur and be continuing exceeds $5,000,000 or the equivalent
amount in other currencies;



then, and in any such event, the Administrative Agent shall at the request of, or may, with the
consent of, the Majority Banks, by written notice to the Borrower, (1) declare the Commitments to
be terminated, whereupon the same shall forthwith terminate; (2) declare the outstanding Notes, all
interest thereon, and all other Obligations arising hereunder or any other Loan Documents to be
forthwith due and payable, whereupon the Notes, all such interest, and all such other Obligations
shall become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Borrower; (3) demand that the
Borrower immediately pay to the Administrative Agent the full amount then available for drawing
under each or any Letter of Credit to be held by the Administrative Agent as collateral for the L/C
Obligations pursuant to such documentation that the Administrative Agent may reasonably request,
and the Borrower agrees to immediately make such payment and acknowledges and agrees that the Banks
would not have an adequate remedy at law for failure by the Borrower to honor any such demand and
that the Administrative Agent, for the benefit of the Banks, shall have the right to require the
Borrower to specifically perform such undertaking whether or not any drawings or other demands for
payment have been made under any Letter of Credit; and (4) if such event is an event as specified
in subsection 8.1.7., 8.1.8., 8.1.9., or 8.1.10. of this Section 8.1 with respect to the Borrower,
the Commitments shall be automatically terminated and all of the Notes at the time outstanding
shall automatically become immediately due and payable at par together with interest accrued
thereon, if any, with respect to each Note, without presentment, demand, protest or notice of any
kind (including, without limitation, notice of intent to accelerate and notice of acceleration of
maturity), all of which are hereby waived by the Borrower.



8.2. Remedies. Upon the occurrence and during the continuance of any Matured Default, the
Administrative Agent shall at the request of, or may with the consent of, the Majority Banks
proceed to enforce its rights and remedies under the Collateral Documents, this Agreement, and any
other Loan Document for the ratable benefit of the Secured Parties by appropriate proceedings. Upon
the occurrence and during the continuance of any Matured Default, each Bank is hereby authorized at
any time and from time to time, without notice to the Borrower (any such notice being expressly
waived by the Borrower), to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such
Bank to or for the credit or the account of the Borrower against any and all of the obligations of
the Borrower now or hereafter existing under this Agreement, such Bank’s Note or any other Loan
Document, irrespective of whether or not the Administrative Agent or such Bank shall have made any
demand under this Agreement or such Bank’s Note or such other Loan Document and although such
obligations may be unmatured. Each Bank agrees promptly to notify the Borrower (with a copy to the
Administrative Agent) after any such setoff and application, provided that the failure to
give such notice shall not affect the validity of such setoff and application. The rights of each
Bank under this Section 8.2 are in addition to other rights and remedies (including other rights of
setoff) which such Bank may have.



8.3. Other Remedies. If any Default or Matured Default shall occur and be continuing, each Bank may
proceed to protect and enforce its rights under this Agreement and the Notes by exercising such
remedies as are available to such Bank in respect thereof under applicable law, either by suit in
equity or by action at law, or both, whether for specific performance of any covenant or other
agreement contained in this Agreement or in aid of the exercise of any power granted in this
Agreement. No remedy conferred in this Agreement upon any Bank is intended to be exclusive of any
other remedy, and each and every such remedy shall be cumulative and shall be in addition to every
other remedy conferred herein or now or hereafter existing at law or in equity or by statute or
otherwise.



8.4. Application of Proceeds. From and during the continuance of any Matured Default, any monies or
property actually received by the Administrative Agent or the Collateral Agent pursuant to this
Agreement or any other Loan Document, the exercise of any rights or remedies under any Collateral
Document or any other agreement with the Borrower or any Subsidiary which secures any of the
Obligations, shall be applied in the following order (subject to the applicable sharing provisions
of the Prudential Intercreditor Agreement and subject to Section 2.22.5):



(a) First, to payment of the reasonable expenses, liabilities, losses,
costs, duties, fees, charges or other moneys whatsoever (together with interest
payable thereon) as may have been paid or incurred in, about or incidental to any
sale or other realization of Collateral, including reasonable compensation to the
Administrative Agent and its agents and counsel;



(b) Second, to the payment of that portion of the Obligations
constituting fees, indemnities and other amounts (other than principal, interest and
Letter of Credit fees) payable to the Administrative Agent, the Collateral Agent,
the Banks and the L/C Issuer (including fees, charges and disbursements of counsel
and amounts payable under Sections 2.17, 2.18, 2.19 and 2.20), ratably among them in
proportion to the respective amounts described in this clause Second payable
to them;



(c) Third, to payment of that portion of the Obligations constituting
accrued and unpaid Letter of Credit fees and interest on the Loans and L/C
Obligations and fees, premiums and scheduled periodic payments, and any interest
accrued thereon, due under any Specified Swap Agreement with any Bank or any
Affiliate of a Bank, ratably among the Banks (and, in the case of such Specified
Swap Agreements, Affiliates of Banks) and the L/C Issuer in proportion to the
respective amounts described in this clause Third held by them,
provided that Excluded Swap Obligations with respect to any Guarantor or the
Borrower shall not be paid from amounts received from such Guarantor or the Borrower
or from any Collateral of such Guarantor or the Borrower;



(d) Fourth, to (i) payment of that portion of the Obligations
constituting unpaid principal of the Loans and outstanding obligations of the
Borrower for drawings under Letters of Credit, (ii) payment of breakage, termination
or other payments, and any interest accrued thereon, due under any Specified Swap
Agreements with any Bank or any Affiliate of a Bank, (iii) payments of amounts due
under any Treasury Management Agreement between the Borrower or any Guarantor and
any Bank or any Affiliate of a Bank, and (iv) cash collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably
among the Banks (and, in the case of such Specified Swap Agreements and Treasury
Management Agreements, Affiliates of Banks) and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by them,
provided that Excluded Swap Obligations with respect to any Guarantor or the
Borrower shall not be paid from amounts received from such Guarantor or the Borrower
or from any Collateral of such Guarantor or the Borrower;



(e) Fifth, to the ratable payment of any other Obligations then due and
payable; and



(f) Sixth, any excess after payment in full of all Obligations shall be
paid to the Borrower or to such other Person who may be lawfully entitled to receive
such excess.



Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant
to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as
they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above.




	9.	 	AGENCY PROVISIONS





9.1. Authorization and Action. Each Bank hereby appoints BOKF to act on its behalf as the
Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and
authorizes each Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement as are delegated to such Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. The duties of each Agent shall be mechanical and administrative in
nature, and neither Agent shall by reason of this Agreement be a trustee or fiduciary for any Bank.
Neither Agent shall have any duties or responsibilities except those expressly set forth herein or
in the Prudential Intercreditor Agreement. As to any matters not expressly provided for by this
Agreement (including enforcement or collection of the Obligations), neither Agent shall not be
required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or so refraining from acting) upon the
instructions of the Majority Banks, and such instructions shall be binding upon all Banks and all
holders of Notes; provided, however, that neither Agent shall be required to take
any action which exposes such Agent to personal liability or which is contrary to this Agreement or
applicable law.



9.2. Liability of Agents. Neither of the Agents nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or them under or in
connection with this Agreement in the absence of its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent (1) may treat the
payee of any Note as the holder thereof until such Agent receives written notice of the assignment
or transfer thereof signed by such payee and in form satisfactory to such Agent; (2) may consult
with legal counsel, independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants, or experts; (3) makes no warranty or representation to any
Bank and shall not be responsible to any Bank for any statements, warranties, or representations
made in or in connection with this Agreement; (4) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants, or conditions of this
Agreement on the part of the Borrower, or to inspect the Properties (including the books and
records) of the Borrower and its Subsidiaries; (5) shall not be responsible to any Bank for the due
execution, legality, validity, enforceability, genuineness, perfection, sufficiency, or value of
this Agreement or any other instrument or document furnished pursuant thereto; and (6) shall incur
no liability under or in respect of this Agreement by acting upon any notice, consent, certificate,
or other instrument or writing (which may be sent by telegram, telex, or facsimile transmission)
believed by it to be genuine and signed or sent by the proper party or parties.



9.3. Rights of Agent as a Bank. With respect to its Commitment, the Loans made by it and the Note
issued to it, each Agent shall have the same rights and powers under this Agreement as any other
Bank and may exercise the same as though it were not an Agent; and the term “Bank” or “Banks”
shall, unless otherwise expressly indicated, include each Agent in its individual capacity. Each of
the Agents and its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower, any of its
Subsidiaries and any Person who may do business with or own securities of the Borrower or any
Subsidiary, all as if such Agent were not an Agent and without any duty to account therefor to the
Banks.



9.4. Independent Credit Decisions. Each Bank acknowledges that it has, independently and without
reliance upon the Agents or any other Bank and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Bank also acknowledges that it will, independently and without reliance upon either Agent or any
other Bank and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under this Agreement.
Except for notices, reports and other documents and information expressly required to be furnished
to the Administrative Agent by the Borrower or any Subsidiary hereunder or under any other Loan
Document (each of which the Administrative Agent shall promptly upon receipt provide to each Bank),
the Administrative Agent shall have no duty or responsibility to provide any Bank with any credit
or other information concerning the affairs, financial condition or business of the Borrower or any
of its Subsidiaries (or any of their Affiliates) which may come into the possession of the
Administrative Agent or any of its Affiliates.



9.5. Indemnification. The Banks agree to indemnify each of the Agents (to the extent not reimbursed
by the Borrower), ratably according to the respective amounts of their Commitments, from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against either Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by either Agent under this Agreement or any of the other
Loan Documents, provided that no Bank shall be liable for any portion of any of the foregoing
resulting from such Agent’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Bank agrees to reimburse each of the Agents (to the extent not reimbursed by the
Borrower) promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including
counsel fees) incurred by such Agent in connection with the preparation, administration, or
enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement or
any of the other Loan Documents.



9.6. Successor Agent. Each Agent may resign at any time by giving at least sixty (60) days’ prior
written notice thereof to the Banks and the Borrower and may be removed at any time with cause, but
not without cause, by the Majority Banks. Upon any such resignation or removal, the Majority Banks
shall have the right to appoint a successor Agent. If no successor Agent shall have been so
appointed by the Majority Banks, and shall have accepted such appointment, within forty-five (45)
days after the retiring Agent’s giving of notice of resignation or the Majority Banks’ removal of
the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent,
which shall be a commercial bank organized under the laws of the United States or of any State
thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of
any appointment as an 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 retiring
Agent, and the retiring Agent shall be discharged from its duties and obligations under this
Agreement and the other Loan Documents. After any retiring Agent’s resignation or removal hereunder
as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was an Agent under this Agreement.



9.7. Sharing of Payments, Etc. If any Bank shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) on account of the Note held
by it in excess of its Pro Rata Share of payments on account of the Notes obtained by all the
Banks, such Bank shall purchase from the other Banks such participations in the Notes held by them
as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each
of the other Banks, provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be
rescinded and each Bank shall repay to the purchasing Bank the purchase price to the extent of such
recovery together with an amount equal to such Bank’s Pro Rata Share (according to the proportion
of (1) the amount of such Bank’s required repayment to (2) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect
of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation
from another Bank pursuant to this Section 9.7 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of setoff) with respect to such
participation as fully as if such Bank were the direct creditor of the Borrower in the amount of
such participation.



9.8. Collateral and Guaranty Matters.




9.8.1. Each Bank and each other Secured Party (by its acceptance of the benefits of any
Lien encumbering Collateral) acknowledges and agrees that the Collateral Agent has entered into
the Collateral Documents on behalf of itself and the Secured Parties, and the Secured Parties
hereby agree to be bound by the terms of such Collateral Documents, acknowledge receipt of
copies of such Collateral Documents and consent to the rights, powers, remedies, indemnities and
exculpations given to the Collateral Agent thereunder. All rights, powers and remedies available
to the Collateral Agent and the Secured Parties with respect to the Collateral, or otherwise
pursuant to the Collateral Documents, shall be subject to the provisions of such Collateral
Documents. Each Bank and each other Secured Party (by its acceptance of the benefits of any Lien
encumbering Collateral) hereby authorizes the Collateral Agent, at its option and in its
discretion, without the necessity of any notice to or further consent from the Secured Parties:




(a) to release any Lien on any property granted to or held by the Collateral Agent
under any Collateral Document (i) upon termination of the Commitments and payment in full of
all Obligations (other than contingent indemnification obligations) and the expiration or
termination of all Letters of Credit, (ii) that is Transferred or to be Transferred as part
of or in connection with any Transfer permitted hereunder or under any other Loan Document,
or (iii) subject to Sections 7.6 and 11.1, if approved, authorized or ratified in writing by
the Majority Banks;




(b) to take any actions with respect to any Collateral or Collateral Documents which
may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the
Collateral granted pursuant to the Collateral Documents; and




(c) to take any action in exigent circumstances as may be reasonably necessary to
preserve any rights or privileges of the Secured Parties under the Loan Documents or
applicable legal requirements.




9.8.2. Upon the request of the Collateral Agent at any time, the Secured Parties will
confirm in writing the Collateral Agent’s authority to release particular types or items of
Collateral pursuant to this Section 9.8.




9.8.3. The Borrower (for itself and each of its Subsidiaries) irrevocably appoints the
Collateral Agent as its attorney-in-fact, with full authority to, after the occurrence and
during the continuance of a Matured Default, act for the Borrower and each of its Subsidiaries
and in the name of the Borrower or any Subsidiary to, in the Collateral Agent’s discretion upon
the occurrence and during the continuance of a Matured Default, (i) file one or more financing
or continuation statements, and amendments thereto, relative to all or any part of the
Collateral without the signature of such party where permitted by law, (ii) to receive, endorse,
and collect any drafts or other instruments, documents, and chattel paper which are part of the
Collateral, (iii) to ask, demand, collect, sue for, recover, compromise, receive, and give
acquittance and receipts for moneys due and to become due under or in respect of any of the
Collateral, (iv) to file any claims or take any action or institute any proceedings which the
Collateral Agent may reasonably deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the
Collateral and (v) if the Borrower or any Subsidiary fails to perform any covenant contained in
this Agreement or the other Collateral Documents after the expiration of any applicable grace
periods, the Collateral Agent may itself perform, or cause performance of, such covenant, and
the Borrower shall pay for the expenses of the Collateral Agent incurred in connection
therewith. The power of attorney granted hereby is coupled with an interest and is irrevocable.




9.8.4. The powers conferred on the Collateral Agent under this Agreement and the other
Collateral Documents are solely to protect its interest in the Collateral and shall not impose
any duty upon it to exercise any such powers. Beyond the safe custody thereof, the Collateral
Agent and each Secured Party shall have no duty with respect to any Collateral in its possession
or control (or in the possession or control of any agent or bailee) or with respect to any
income thereon or the preservation of rights against prior parties or any other rights
pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Collateral Agent accords its own property. None
of the Administrative Agent, the Collateral Agent, any Bank or any other Secured Party shall be
liable or responsible for any loss or damage to any of the Collateral, or for any diminution in
the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding
agency, consignee, broker or other agent or bailee selected by Borrower or selected by the
Administrative Agent or the Collateral Agent in good faith.




9.8.5. The rights, duties, protections and immunities afforded to the Collateral Agent
under the terms of the Prudential Intercreditor Agreement are in addition to the rights, duties,
protections and immunities applicable to the Collateral Agent under the terms of this Section 9.
In the event of any irreconcilable conflict between the provisions of this Agreement and the
provisions of the Prudential Intercreditor Agreement with respect to the rights, duties,
protection and immunities of the Collateral Agent, the provisions of the Prudential
Intercreditor Agreement shall govern.



9.9. No Other Duties. Anything herein to the contrary notwithstanding, the Joint Lead Arrangers and
the Documentation Agent listed on the cover page hereof shall not have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as a Bank.




	10.	 	ASSIGNMENTS AND PARTICIPATIONS





10.1. Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon
and inure to the benefit of the Borrower and the Banks and their respective successors and assigns
permitted hereby, except that (i) the Borrower shall not have the right to assign its rights or
obligations under the Loan Documents without the prior written consent of each Bank, (ii) any
assignment by any Bank must be made in compliance with Section 10.3, and (iii) any transfer by
Participation must be made in compliance with Section 10.2. Any attempted assignment or transfer by
any party not made in compliance with this Section 10.1 shall be null and void, unless such
attempted assignment or transfer is treated as a participation in accordance with Section 10.3.2.
The parties to this Agreement acknowledge that clause (ii) of this Section 10.1 relates only to
absolute assignments and this Section 10.1 does not prohibit assignments creating security
interests, including (x) any pledge or assignment by any Bank 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 Bank which is
an Approved 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 Bank from its obligations hereunder unless and until the parties thereto have complied
with the provisions of Section 10.3. The Administrative 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 10.3; provided, however, that the Administrative 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.



10.2. Participations.




10.2.1. Any Bank may, without the consent of Borrower but with the consent of Agent, at any
time sell to one or more banks or other entities (“Participants”) participating
interests in any Loan owing to such Bank, any Note held by such Bank, any Commitment of such
Bank or any other interest of such Bank under the Loan Documents. In the event of any such sale
by a Bank of participating interests to a Participant, such Bank’s obligations under the Loan
Documents shall remain unchanged, such Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Bank shall remain the owner of its Loans
and the holder of any Note issued to it in evidence thereof for all purposes under the Loan
Documents, all amounts payable by the Borrower under this Agreement shall be determined as if
such Bank had not sold such participating interests, and the Borrower and the Administrative
Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s
rights and obligations under the Loan Documents.




10.2.2. Each Bank 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 Loan or Commitment in which such
Participant has an interest which would require consent of all of the Banks.




10.2.3. The Borrower agrees that each Participant shall be deemed to have the right of
setoff provided in Section 8.2 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 Bank under the Loan Documents, provided that each Bank shall retain
the right of setoff provided in Section 8.2 with respect to the amount of participating
interests sold to each Participant. The Banks agree to share with each Participant, and each
Participant, by exercising the right of setoff provided in Section 8.2, agrees to share with
each Bank, any amount received pursuant to the exercise of its right of setoff, such amounts to
be shared in accordance with Section 8.2 as if each Participant were a Bank. The Borrower
further agrees that each Participant shall be entitled to the benefits of Sections 2.17, 2.18,
2.19 and 2.20 to the same extent as if it were a Bank and had acquired its interest by
assignment pursuant to Section 10.3, provided that a Participant shall not be entitled
to receive any greater payment under Sections 2.17, 2.18, 2.19 and 2.20 than the Bank 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 the Borrower.



10.3. Assignments.




10.3.1. Any Bank may at any time assign to one or more Persons (each, a
“Purchaser”), other than an Ineligible Institution, all or any part of its rights and
obligations under the Loan Documents. Such assignment shall be in the form of an Assignment and
Assumption and shall be accompanied by an executed supplement to the Prudential Intercreditor
Agreement in the form of Attachment A to the Prudential Intercreditor Agreement. Each such
assignment with respect to a Purchaser which is not a Bank or an Affiliate of a Bank shall
either be in an amount equal to the entire applicable Commitment and Loans of the assigning Bank
or (unless each of the Borrower and the Administrative Agent otherwise consents) in an aggregate
amount not less than $5,000,000. The amount of the assignment shall be based on the Commitment
or outstanding Loans (if the Commitment has been terminated) subject to the assignment,
determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is
specified in the assignment. For purposes of this subsection, the term “Ineligible
Institution” means (a) the Borrower, any Guarantor or any other Affiliate of the Borrower,
(b) a Defaulting Bank or any Affiliate of a Defaulting Bank (c) a natural person, or (d) a
holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of, a natural person or relative(s) thereof; provided that, such holding company, investment
vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been
established for the primary purpose of acquiring any Revolving Credit Loans or Commitments, (y)
is managed by a professional advisor, who is not such natural person or a relative thereof,
having significant experience in the business of making or purchasing commercial loans, and (z)
has assets greater than $25,000,000 and a significant part of its activities consist of making
or purchasing commercial loans and similar extensions of credit in the ordinary course of its
business; provided that upon the occurrence of a Matured Default, any Person (other than a Bank)
shall be an Ineligible Institution if after giving effect to any proposed assignment to such
Person, such Person would hold more than 25% of the then outstanding Aggregate Outstanding
Credit Exposure or Commitments, as the case may be.




10.3.2. The consent of the Borrower shall be required prior to an assignment becoming
effective unless the Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund; provided
that the consent of the Borrower shall not be required if a Default or Matured Default has
occurred and is continuing. The consent of the Administrative Agent shall be required prior to
an assignment becoming effective unless the Purchaser is a Bank, an Affiliate of a Bank or an
Approved Fund. Any consent required under this Section 10.3.2 shall not be unreasonably withheld
or delayed.




10.3.3. Upon (i) delivery to the Administrative Agent of an Assignment and Assumption,
together with an executed supplement to the Prudential Intercreditor Agreement in the form of
Attachment A to the Prudential Intercreditor Agreement and any consents required by Sections
10.3.1 and 10.3.2, and (ii) payment of $3,500 fee to the Administrative Agent for processing
such assignment (unless such fee is waived by the Administrative Agent), such assignment shall
become effective on the effective date specified in such Assignment and Assumption. 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 Loans under the applicable
Assignment and Assumption 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, unless an exemption from the prohibited transaction provisions of ERISA and the Code is
available. On and after the effective date of such assignment, such Purchaser shall for all
purposes be a Bank party to this Agreement and any other Loan Document executed by or on behalf
of the Banks and shall have all the rights and obligations of a Bank under the Loan Documents,
to the same extent as if it were an original party thereto, and the transferor Bank shall be
released with respect to the Commitment and Loans assigned to such Purchaser without any further
consent or action by the Borrower, the Banks or the Administrative Agent. In the case of an
assignment covering all of the assigning Bank’s rights and obligations under this Agreement,
such Bank shall cease to be a Bank 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 Bank of rights or obligations under this Agreement that does not comply with
this Section 10.3 shall be treated for purposes of this Agreement as a sale by such Bank of a
participation in such rights and obligations in accordance with Section 10.2. Upon the
consummation of any assignment to a Purchaser pursuant to this Section 10.3.3, the transferor
Bank, the Administrative Agent and the Borrower shall, if the transferor Bank 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 Bank 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.




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



10.4. Replacement of Banks. If (i) a Bank (a “Non-Consenting Bank”) does not consent to a
proposed change, waiver, discharge or termination with respect to any Loan Document that has been
approved by the Majority Banks as provided in Section 11.1 but requires unanimous consent of all
Banks or, as applicable, all Banks directly affected thereby, (ii) any Bank is a Defaulting Bank or
(iii) any Bank requests compensation under Sections 2.17, 2.18 or 2.19, then the Borrower may, at
its sole expense and effort, upon notice to such Bank and the Administrative Agent, require such
Bank to assign and delegate, without recourse (in accordance with and subject to the restrictions
contained in, and consents required by, Section 10.1), all of its interests, rights and obligations
under this Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Bank, if a Bank accepts such assignment),
provided that:




(a) the Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.3.3;




(b) such Bank shall have received payment of an amount equal to its Pro Rata Share of
the outstanding Revolving Credit Loans, L/C Obligations and Swing Line Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the
other Loan Documents, including any amounts under Sections 2.17, 2.18. 2.19 or 2.20) from
the assignee (to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts);




(c) such assignment does not conflict with applicable laws; and




(d) in the case of any such assignment resulting from a Non-Consenting Bank’s failure
to consent to a proposed change, waiver, discharge or termination with respect to any Loan
Document, the applicable replacement bank or financial institution shall have consented to
the proposed change, waiver, discharge or termination.



The failure by any Non-Consenting Bank or Defaulting Bank to execute and deliver an Assignment and
Assumption shall not impair the validity of the removal of such Bank and the mandatory assignment
of such Bank’s portion of the outstanding Revolving Credit Loans, L/C Obligations and Swing Line
Loans pursuant to this Section 10.4 shall nevertheless be effective without the execution by such
Bank of an Assignment and Assumption. A Bank shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Bank or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.



10.5. Confidentiality. Each Bank, the L/C Issuer and each Agent agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential); (b) to the extent required or requested by any regulatory
authority purporting to have jurisdiction over such Person or its Related Parties (including any
self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the
extent required by applicable laws or regulations or by any subpoena or similar legal process;
(d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any action or proceeding relating to this Agreement or any other
Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any Purchaser of or
Participant in, or any prospective Purchaser of or Participant in, any of its rights and
obligations under this Agreement, or (ii) any actual or prospective party (or its Related Parties)
to any Swap Agreement or other transaction under which payments are to be made by reference to the
Borrower and its obligations, this Agreement or payments hereunder; (g) with the written consent of
the Borrower; or (h) to the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section, or (y) becomes available to any Agent, any Bank, the L/C Issuer
or any of their respective Affiliates on a nonconfidential basis from a source other than the
Borrower. In addition, the Agents and the Bank may disclose the existence of this Agreement and
information about this Agreement to market data collectors, similar service providers to the
lending industry and service providers to the Agents and the Bank in connection with the
administration of this Agreement, the other Loan Documents, and the Commitments. For the purposes
of this Section, “Information” means all information received from the Borrower relating to
the Borrower, the Subsidiaries or their business, other than any such information that is available
to the Bank on a non-confidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information.




	11.	 	MISCELLANEOUS





11.1. Amendments, Etc. No amendment, modification, termination, or waiver of any provision of any
Loan Document to which the Borrower is a party, nor consent to any departure by the Borrower from
any Loan Document to which it is a party, shall in any event be effective unless the same shall be
in writing and signed by the Majority Banks, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given, provided,
however, that no amendment, waiver or consent shall, unless in writing and signed by all of
the Banks do any of the following: (1) waive any of the conditions precedent specified in
Section 3.1; (2) increase the Commitment of any Bank or subject any Bank to any additional
obligations; (3) reduce the principal of, or interest on, the Notes, any L/C Obligations or any
fees hereunder; (4) postpone any date fixed for any payment of principal of, or interest on, the
Notes, any L/C Obligations or any fees hereunder; (5) release any of the Guarantors from its
Guaranty, except as expressly permitted hereunder; (6) release any of the Collateral, except in
connection with Transfers expressly permitted hereunder, or subordinate all or any substantial
portion of the Collateral to the Liens held by any other Person; (7) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes or the number of Banks which
shall be required for the Banks or any of them to take action hereunder; (8) amend the provisions
of Section 8.4, or (9) amend, modify or waive any provision of this Section 11.1; and
provided further that (i) no amendment, waiver, or consent shall, unless in writing
and signed by the affected Agent or the L/C Issuer (in addition to the Banks required above to take
such action) affect the rights or duties of the Administrative Agent, the Collateral Agent or the
L/C Issuer under any of the Loan Documents, and (ii) no Defaulting Bank shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of
such Defaulting Bank may not be increased or extended without the consent of such Defaulting Bank.



11.2. Notices, Etc. All notices and other communications provided for under this Agreement and
under the other Loan Documents to which the Borrower is a party shall be in writing (including
telegraphic, telex, and facsimile transmissions) and mailed or transmitted or delivered, at the
addresses set forth on the respective signature pages hereto; or, as to each party, at such other
address as shall be designated by such party in a written notice to all other parties complying as
to delivery with the terms of this Section 11.2. Except as is otherwise provided in this Agreement,
all such notices and communications shall be effective when deposited in the mails or delivered to
the telegraph company, or sent, answerback received, respectively, addressed as aforesaid, except
that notices to the Administrative Agent pursuant to the provisions of Section 2 shall not be
effective until received by the Administrative Agent.



11.3. No Waiver. No failure or delay on the part of any Bank or the Administrative Agent in
exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right, power, or remedy preclude any other or further
exercise thereof or the exercise of any other right, power, or remedy hereunder. The rights and
remedies provided herein are cumulative, and are not exclusive of any other rights, powers,
privileges, or remedies, now or hereafter existing, at law or in equity or otherwise.



11.4. Costs, Expenses and Taxes. The Borrower agrees to pay on demand (i) all out-of-pocket
expenses reasonably incurred by the Administrative Agent, the Collateral Agent and the L/C Issuer
in connection with the preparation, execution, delivery, filing, and administration of the Loan
Documents, and of any amendment, modification, or supplement to the Loan Documents, including the
fees and out-of-pocket expenses of counsel for either Agent incurred in connection with advising
such Agent or any of the Banks as to their rights and responsibilities hereunder, (ii) all
out-of-pocket expenses reasonably incurred by the L/C Issuer in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and
(iii) all out-of-pocket expenses reasonably incurred by either Agent or the L/C Issuer (including
the fees, charges and disbursements of counsel for either Agent or the L/C Issuer) in connection
with the enforcement or protection of its rights in connection with this Agreement and the other
Loan Documents, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of the outstanding Loans or Letters of Credit. The
foregoing costs and expenses shall include all search, filing, recording, title insurance,
appraisal, and environmental assessment fees and charges (and all taxes related thereto), and other
out-of-pocket expenses incurred by either Agent or the L/C Issuer. The Borrower also agrees to pay
all such costs and expenses, including court costs, incurred by any Bank in connection with
enforcement of the Loan Documents, or any amendment, modification, or supplement thereto, whether
by negotiation, legal proceedings, or otherwise. In addition, the Borrower shall pay any and all
stamp and other taxes and fees payable or determined to be payable in connection with the
executing, delivery, filing, and recording of any of the Loan Documents and the other documents to
be delivered under any such Loan Documents, and agrees to hold each Agent and each Bank harmless
from and against any and all liabilities with respect to or resulting from any delay in paying or
failing to pay such taxes and fees. The provisions of this Section 11.4 shall survive termination
of this Agreement.



11.5. Integration. This Agreement and the Loan Documents contain the entire agreement between the
parties relating to the subject matter hereof and supersede all oral statements and prior writings
with respect thereto.



11.6. Indemnity. The Borrower hereby agrees to defend and indemnify each Agent, the L/C Issuer, the
Swing Line Lender and each Bank and each Affiliate of each of the foregoing, and the partners,
directors, officers, employees, agents, trustees, administrators, managers, advisors and
representatives of any of the foregoing Persons (each such Person, an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, penalties,
incremental taxes, liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of,
in connection with, or as a result of (i) the execution or delivery of this Agreement, any other
Loan Document or any agreement or instrument contemplated thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder, or the consummation of the
transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any liability under any Environmental and Safety Laws related in any way to the
Borrower or any of its Subsidiaries, and (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, penalties, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross
negligence or willful misconduct of such Indemnitee. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE
INTENTION OF THE BORROWER, AND THE BORROWER AGREES THAT, THE FOREGOING INDEMNITIES SHALL APPLY TO
EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED
EXPENSES (INCLUDING ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART
ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE. The provisions
of this Section 11.6 shall survive termination of this Agreement.



11.7. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance
with, the laws of the State of Oklahoma.



11.8. Severability of Provisions. Any provision of any Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any other jurisdiction.



11.9. Counterparts. This Agreement may be executed in any number of counterparts and by different
parties to this Agreement in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same Agreement.
Borrower agrees that telefaxed or scanned Loan Documents evidencing execution shall be deemed
originals.



11.10. Headings. Section headings in the Loan Documents are included in such Loan Documents for the
convenience of reference only and shall not constitute a part of the applicable Loan Documents for
any other purpose.



11.11. Consent to Jurisdiction; Jury Trial Waiver.




11.11.1. THE BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE COUNTY OF TULSA, STATE OF OKLAHOMA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE
LITIGATED IN SUCH COURTS. THE BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.




11.11.2. THE BORROWER, EACH BANK AND EACH AGENT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT
OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS. NO OFFICER OF ANY BANK OR
AGENT HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.



11.12. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the
arranging and other services regarding this Agreement provided by the Banks are arm’s-length
commercial transactions between the Borrower and its Affiliates, on the one hand, and the Banks, on
the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents; (ii) (A) each of the Banks is and has been acting solely as
a principal and, except as expressly agreed in writing by the relevant parties, has not been, is
not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its
Affiliates, or any other Person, and (B) no Bank has any obligation to the Borrower or any of its
Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; and (iii) each of the Banks and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Borrower and its Affiliates, and no Bank has any obligation to disclose any of such
interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower
hereby waives and releases any claims that it may have against any of the Banks with respect to any
breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.



11.13. Amendment, Restatement, Increase and Extension; Ratification and Reaffirmation. This
Agreement is an amendment, restatement and continuation of the Existing Credit Agreement, and, as
such, all terms and provisions of this Agreement supersede in their entirety the terms and
provisions of the Existing Credit Agreement. The Obligations outstanding under this Agreement are a
continuing indebtedness and are in renewal, extension, rearrangement, increase, ratification and
continuation of, but not in extinguishment or novation of, the Obligations outstanding under the
Existing Credit Agreement. The Liens created or granted by any existing Collateral Documents shall
continue in full force and effect, uninterrupted and unabated, and shall remain valid, binding and
enforceable Liens against the Borrower and its Subsidiaries as security for the Obligations. All of
the existing Collateral Documents shall continue in full force and effect in accordance with their
terms, except to the extent amended or superseded by the terms of any Collateral Documents
delivered pursuant to this Agreement. The parties acknowledge that the intent of this Section is to
maintain the priority of the Liens on the assets of the Borrower and its Subsidiaries to secure the
Obligations under this Agreement. The Borrower confirms to the Collateral Agent and the Banks that
the Obligations (as the same have been increased hereby) are and shall continue to be secured by
the security interests granted by the Borrower and its Subsidiaries in favor of the Collateral
Agent for the benefit of the Secured Parties under the existing Collateral Documents, and all of
the terms, conditions, provisions, agreements, requirements, promises, obligations, duties,
covenants and representations of the Borrower and its Subsidiaries under such documents and any and
all other documents and agreements entered into with respect to the obligations under the Existing
Credit Agreement are hereby ratified and affirmed in all respects by the Borrower (except as
modified on the date hereof).



11.14. Release. The Borrower, for itself and each and all of its officers, employees, agents,
shareholders, directors, successors and assigns, does hereby fully, unconditionally and irrevocably
waive and release each Agent and each Bank, and each of their respective officers, employees,
agents, directors, shareholders, affiliates, attorneys, successors and assigns (each, a
"Released Party”), of and from any and all claims, liabilities, obligations, causes of
action, defenses, counterclaims and setoffs, of any kind, whether known or unknown and whether in
contract, tort, statute or under any other legal theory, arising out of or relating to any act or
omission by the Administrative Agent, the Collateral Agent, any Bank or any other Released Party on
or before the Effective Date.



11.15. Swap Agreements.




11.15.1. The Borrower hereby represents and warrants to the Banks and the Administrative
Agent and covenants that (i) the rate, asset, liability or other notional item underlying any
Specified Swap Agreement regarding an interest or monetary rate, or foreign exchange swap,
entered into or executed in connection with this Agreement is, or is directly related to, a
financial term hereof; (ii) the aggregate notional amount of all Swap Agreements entered into or
executed by the Borrower in connection with the financial terms of this Agreement, whether
entered into or executed with the Borrower or any other Person, will not at any time exceed the
aggregate principal amount outstanding hereunder, as such amounts may be determined or
calculated contemporaneously from time to time during and throughout the term of this Agreement;
(iii) each Swap Agreement entered into or executed in connection with the financial terms of
this Agreement has been or will be entered into no earlier than 90 days before and no later than
180 days after the date hereof or of any transfer of principal hereunder; (iv) the purpose of
any Swap Agreements in respect of any commodity entered into or executed in connection with this
Agreement is to hedge commodity price risks incidental to the Borrower’s business and arising
from potential changes in the price of such commodity; and (v) each Swap Agreement entered into
or executed in connection with this Agreement mitigates against the risk of repayment hereof and
is not for the purpose of speculation. For purposes of this Section, the term (i) “financial
term” shall include, without limitation, the duration or term of this Agreement, rate of
interest, the currency or currencies in which the Loans are made and their principal amount, and
(ii) “transfer of principal” means any draw of principal under this Agreement, including any
amendment, restructuring, extension or other modification of this Agreement.




11.15.2. The Borrower hereby absolutely, unconditionally and irrevocably undertakes to
provide such funds or other support as may be needed from time to time by any Guarantor in order
for such Guarantor to honor its obligations (a) under any Specified Swap Agreement, whether into
or executed before or after the Effective Date, to which such Guarantor is a party and (b) under
any Guaranty, including obligations with respect to any Specified Swap Agreement entered into or
executed before or after the Effective Date (provided, however, that the Borrower shall only be
liable under this Section for the maximum amount of such liability that can be hereby incurred
without rendering its obligations under this Section, or otherwise under this Agreement or any
other Loan Document, as it relates to the Guarantors, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations
of the Borrower under this Section shall remain in full force and effect until all of the
Obligations are paid in full to the Banks, the Agents and all other Persons to whom any of the
Obligations are owing. The Borrower intends that this Section constitute, and this Section shall
be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.



11.16. USA Patriot Act Notification. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record information that
identifies each person or entity that opens an account, including any deposit account, treasury
management account, loan, other extension of credit, or other financial services product. What this
means for Borrower: When Borrower opens an account, if Borrower is an individual, Bank will ask for
Borrower’s name, taxpayer identification number, residential address, date of birth, and other
information that will allow Bank to identify Borrower, and, if Borrower is not an individual, Bank
will ask for Borrower’s name, taxpayer identification number, business address, and other
information that will allow Bank to identify Borrower. Bank may also ask, if Borrower is an
individual, to see Borrower’s driver’s license or other identifying documents, and, if Borrower is
not an individual, to see Borrower’s legal organizational documents or other identifying documents.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURES APPEARS ON FOLLOWING PAGES]




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first written.




SAIA, INC.




By: /s/ Frederick J. Holzgrefe, III

Name: Frederick J. Holzgrefe

Title: Chief Financial Officer





11465 Johns Creek Parkway


Suite 400


Duluth, Georgia 30097


Attention: Frederick J. Holzgrefe


Phone: (770) 232-4043


Facsimile: (770) 232-4066


E-mail: fholzgrefe@saia.com



1




BOKF, NA dba BANK OF OKLAHOMA, as Administrative Agent




and Collateral Agent and as a Bank




By: /s/ Paul E. Johnson 

Name: Paul E. Johnson

Title: Vice President





Principal Office and Lending Office for Base and LIBOR
Loans:




Bank of Oklahoma Tower






P.O. Box 2300


Tulsa, Oklahoma 74192


Attention: Paul Johnson


Phone: (918) 588-6490


Facsimile: (918) 280-4106


E-mail: pjohnson@bokf.com




Commitment: $47,000,000



2




SUNTRUST BANK, as Documentation Agent and as a Bank




By /s/ David A. Ernst

Name: David A. Ernst

Title: Vice President





Principal Office and Lending Office for Base Rate
Loans and LIBOR Loans:




3333 Peachtree Road, NE, 7th Floor


Atlanta, Georgia 30326


Attention: David Ernst


Phone: (404) 926-5402


Facsimile: (404) 439-7390


E-mail: David.Ernst@SunTrust.com




Commitment: $47,000,000




BANK OF AMERICA, N.A.




By /s/ Ciara F. Bochenek

Name: Ciara F. Bochenek

Title: Vice President





Principal Office and Lending Office for Base Rate
Loans and LIBOR Loans:




101 N Tryon St., 5th Floor


Charlotte, NC 28255


Attn: Narender Vamani


Phone: (415) 436-3685 ext 64673


Facsimile: (214) 290-8379


Email: narender.vamani@bankofamerica.com




Commitment: $42,000,000




JPMORGAN CHASE BANK, N.A.




By: /s/ John Horst

Name: John Horst

Title: Executive Director





Principal Office and Lending Office for Base Rate
Loans and LIBOR Loans:




3475 Piedmont Road NE, 18th Floor


Atlanta, Georgia 30305


Attention: John Horst


Phone: (404) 926-2613


Facsimile: (404) 926-2579


E-mail: john.horst@jpmorgan.com




Commitment: $42,000,000



3




REGIONS BANK




By: /s/ Stephen T. Hatch

Name: Stephen T. Hatch

Title: Senior Vice President





Principal Office and Lending Office for Base Rate
Loans and LIBOR Loans:




1180 West Peachtree Street, Suite 900


Atlanta, Georgia 30309


Attention: Stephen Hatch


Phone: (404) 253-5280


Facsimile:      


E-mail: Stephen.Hatch@regions.com




Commitment: $32,000,000



4




PNC BANK, NATIONAL ASSOCIATION




By: /s/ Susan J. Dimmick

Name: Susan J. Dimmick

Title: Senior Vice President





Principal Office and Lending Office for Base Rate
Loans and LIBOR Loans:




1075 Peachtree Street NE


Suite 1800


Atlanta, GA 30309


Phone: (404) 495-6434


Facsimile: (404) 495-6099


E-mail: susan.dimmick@pnc.com




Commitment: $40,000,000



PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing Level	 	Leverage Ratio	 	LIBOR Rate Margin	 	Base Rate Margin	 	Unused Portion Fee	 	Letter of Credit Fee
	I

	 	=1.00x
	 	 	1.125	%	 	 	-0.125	%	 	 	0.200	%	 	 	1.125	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	>1.00x but =1.50x
	 	 	1.250	%	 	 	0.000	%	 	 	0.200	%	 	 	1.250	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	>1.50x but =2.00x
	 	 	1.500	%	 	 	0.000	%	 	 	0.225	%	 	 	1.500	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	>2.00x but =2.50x
	 	 	1.875	%	 	 	0.125	%	 	 	0.250	%	 	 	1.875	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V

	 	>2.50x but =3.00x
	 	 	2.000	%	 	 	0.250	%	 	 	0.300	%	 	 	2.000	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VI

	 	>3.00x
	 	 	2.250	%	 	 	0.500	%	 	 	0.300	%	 	 	2.250	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






The foregoing shall be recalculated on not less than a quarterly basis, on the date on which
the Administrative Agent is in full receipt of the Borrower’s most recent financial statements
(and, in the case of the year-end financial statements, audit report) for the fiscal quarter then
ended, pursuant to Section 5.1 (“Pricing Date”). The applicable Pricing Level shall be established
based on the Leverage Ratio for the most recently completed fiscal quarter and shall remain in
effect until the next Pricing Date. From the Effective Date to the first Pricing Date, Pricing
Level II shall apply. If the Borrower has not delivered its financial statements by the date such
financial statements (and, in the case of the year-end financial statements, audit report) are
required to be delivered under Section 5.1 hereof, until such financial statements and audit report
are delivered, Pricing Level VI shall apply. If the Borrower subsequently delivers such financial
statements before the next Pricing Date, the Pricing Level established by such late delivered
financial statements shall take effect from the date of delivery until the next Pricing Date. In
all other circumstances, the Pricing Level established by such financial statements shall be in
effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by
such financial statements until the next Pricing Date. Each determination of the Pricing Level made
by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the
Borrower and the Banks if reasonably determined.




5