EX-10.2






EXHIBIT 10.2



SAIA, INC.,

f/k/a SCS Transportation, Inc.




$150,000,000




SENIOR NOTES




SECOND AMENDED AND RESTATED MASTER SHELF AGREEMENT




Dated as of March 6, 2015




This Agreement contains confidentiality provisions (paragraph 11S)



TABLE OF CONTENTS

(Not Part of Agreement)




Page




1. AUTHORIZATION OF ISSUE OF NOTES



2. PURCHASE AND SALE OF NOTES



	 	 	 
	2A.

2B.

2C.
	 	Sale and Purchase of Notes

Reserved

Guaranties and Collateral.







3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT



	 	 	 
	3A.

3B.

3D.
	 	Closing Documents

Representations and Warranties; No Default

Proceedings







4. PREPAYMENTS



	 	 	 
	4A.

4B.

4C.

4D.

4E.
	 	Required Prepayments

Optional Prepayment With Yield-Maintenance Amount

Notice of Optional Prepayment

Application of Prepayments

Retirement of Notes







5. AFFIRMATIVE COVENANTS



	 	 	 
	5A.

5B.

5C.

5D.

5E.

5F.

5G.

5H.

5I.

5J.

5K.

5L.

5M.
	 	Financial Statements; Notice of Defaults

Information Required by Rule 144A

Inspection of Property

Covenant to Secure Notes Equally

Compliance with Laws

Insurance

Maintenance of Existence

Maintenance of Property

Payment of Taxes

Parity with Other Indebtedness

ERISA

Environmental Covenants

Maintenance of Collateral; Pledge of Additional Collateral







6. NEGATIVE COVENANTS



	 	 	 
	6A.

6B.

6C.

6D.

6E.

6F.

6G.

6H.

6I.

6J.

6K.

6L.

6M.

6N.

6O.

6P.
	 	Financial Covenants

Liens

Debt

Loans, Advances and Investments

Sale of Stock and Indebtedness of Subsidiaries

Merger and Consolidation

Transfer of Properties

Reserved

Sale or Discount of Receivables

Related Party Transactions

Issuance of Stock by Subsidiaries

Subsidiary Restrictions

Change of Business

Restricted Payments

Most Favored Lender Status

Terrorism Sanctions Regulations.







7. EVENTS OF DEFAULT



	 	 	 
	7A.

7B.

7C.

7D.

7E.
	 	Acceleration

Rescission of Acceleration

Notice of Acceleration or Rescission

Other Remedies

Application of Proceeds







8. REPRESENTATIONS AND WARRANTIES



	 	 	 
	8A.

8B.

8C.

8D.

8E.

8F.

8G.

8H.

8I.

8J.

8K.

8L.

8M.

8N.

8O.

8P.

8Q.

8R.

8S.

8T.

8U.

8V.

8W.

8X.

8Y.
	 	Organization; Authorization; Enforceability; No Contravention

Financial Statements

Actions Pending

Outstanding Indebtedness

Title to Properties

Taxes

Conflicting Agreements and Other Matters

Offering of Notes

Use of Proceeds

ERISA

Governmental Consent

Environmental Compliance

Investment Company Status

Reserved

Rule 144A

Disclosure

Delivery of Credit Agreement

Hostile Tender Offers

Interstate Commerce Act

Solvency

Security Interests

Foreign Assets Control Regulations, Etc.

Insurance.

Compliance with Laws

Qualified ECP Guarantor







9. REPRESENTATIONS OF THE PURCHASERS



	 	 	 
	9A.

9B.
	 	Nature of Purchase

Source of Funds







10. DEFINITIONS; ACCOUNTING MATTERS



	 	 	 
	10A.

10B.

10C.

10D.

10E.
	 	Yield-Maintenance Terms

Other Terms

Accounting Principles, Terms and Determinations

Terms Defined in UCC

Construction







11. MISCELLANEOUS



	 	 	 
	11A.

11B.

11C.

11D.

11E.

11F.

11G.

11H.

11I.

11J.

11K.

11L.

11M.

11N.

11O.

11P.

11Q.

11R.

11S.

11T.
	 	Note Payments

Expenses

Consent to Amendments

Form, Registration, Transfer and Exchange of Notes; Lost Notes

Persons Deemed Owners; Participations

Survival of Representations and Warranties; Entire Agreement

Successors and Assigns

Independence of Covenants

Notices

Payments due on Non-Business Days

Severability

Descriptive Headings

Satisfaction Requirement

Governing Law

Severalty of Obligations

Counterparts

Binding Agreement

Waiver of Jury Trial; Consent to Jurisdiction

Confidential Information

Transaction References







PURCHASER SCHEDULE



SCHEDULE 5N — MORTGAGED PROPERTIES



SCHEDULE 6B — EXISTING LIENS



SCHEDULE 6C — EXISTING INDEBTEDNESS



SCHEDULE 8W — INSURANCE



EXHIBIT A-1 — FORM OF SERIES B NOTE



EXHIBIT A-2 — FORM OF SERIES C NOTE



EXHIBIT B — FORM OF COMPLIANCE CERTIFICATE



EXHIBIT C — FORM OF GUARANTY AGREEMENT



EXHIBIT D — FORM OF SECURITY AGREEMENT



SAIA, INC.

f/k/a SCS Transportation, Inc.

11465 Johns Creek Parkway

Johns Creek, GA 30097




6.14% Senior Notes, Series B, due December 31, 2017




6.17% Senior Notes, Series C, due December 31, 2017




Dated as of

March 6, 2015




To each of the Purchasers listed in



 the attached Purchaser Schedule 



Ladies and Gentlemen:



SAIA, Inc., formerly known as SCS Transportation, Inc. (the “Company”), is a party with each
of the parties listed in the attached Purchaser Schedule (collectively, the “Purchasers”) to a
certain Amended and Restated Master Shelf Agreement, dated as of June 26, 2009 (as amended,
modified or supplemented to date, the “Original Note Agreement”), pursuant to which the Company
issued to the Purchasers, and the Purchasers purchased from the Company, the Notes (as defined
below). Capitalized terms used in this Preamble and not defined herein shall have the meanings
assigned to them in paragraph 10.



The Company has requested that the Purchasers consent to certain amendments and modifications
to the Original Note Agreement. For purposes of convenience, the parties have agreed to effect
such modifications to the Original Note Agreement by amending and restating the Original Note
Agreement in its entirety as hereinafter set forth upon and subject to the terms hereof; the
amendments and restatements are not intended to be, and shall not be deemed or construed as, a
repayment or novation of the indebtedness outstanding pursuant to the Original Note Agreement or
the Notes.



In consideration of the foregoing, the Company agrees with the Purchasers that the Original
Note Agreement is amended and restated as follows:



1. AUTHORIZATION OF ISSUE OF NOTES.



1A. Authorization of Issue of Notes. Pursuant to the Original Note Agreement, the Company has
authorized the issue and sale of, and has sold to, the Purchasers, all as reflected on the
Purchaser Schedule attached hereto, (i) $25,000,000 aggregate principal amount of its 6.14% Senior
Notes, Series B, due December 31, 2017, which notes are outstanding on the date hereof
(collectively, the “Series B Notes”) and (ii) $25,000,000 aggregate principal amount of its 6.17%
Senior Notes, Series C, due December 31, 2017, which notes are outstanding on the date hereof
(collectively, the “Series C Notes”, and together with the Series B Notes, the “Notes”). The
Series B Notes are substantially in the form of Exhibit A-1, and the Series C Notes are
substantially in the form of Exhibit A-2, in each case with such changes therefrom, if any,
as may have been or, in the case of the issuance of any notes in substitution therefore pursuant to
paragraph 11C of this Agreement may hereafter be, approved by the Company and the requisite
holders of the Notes. The Series B Notes and Series C Notes shall remain outstanding under the
terms of this Agreement. The term “Notes” as used herein shall include each Note delivered
pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for
any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii)
the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage
of the original principal amount of each Note), (iv) the same interest rate, (v) the same interest
payment periods, and (vi) the same original date of issuance are herein called a “Series” of Notes.
Capitalized terms used herein have the meanings specified in paragraph 10.



1B. Amendment and Restatement. Effective as of the date hereof, the parties agree that this
Agreement amends and restates in its entirety the Original Note Agreement.



2. PURCHASE AND SALE OF NOTES.



2A. Sale and Purchase of Notes. Prior to the Effective Date, the Company issued and sold to
the Purchasers and the Purchasers purchased from the Company the Notes in the respective principal
amounts specified opposite the name of each Purchaser in the Purchaser Schedule at the purchase
price of 100% of the principal amount thereof.



2B. Reserved.



2C. Guaranties and Collateral. The performance and payment of the Company hereunder and under
the Notes and the other Note Documents are and shall continue to be guaranteed by the Guarantors
pursuant to the Guaranty Agreement. The obligations of the Credit Parties under and pursuant to
the Note Documents are and shall continue to be secured by the Collateral Documents.



3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT.



This Agreement shall not become effective and the Original Note Agreement shall continue in
full force and effect unless on or prior to the date hereof, each of the following conditions has
been fulfilled, to the satisfaction of the Purchasers:



3A. Closing Documents. The Purchasers shall have received the following, in form and
substance satisfactory to the Purchasers, each dated as of the date hereof:




(1) this Agreement duly executed by the Company and the Purchasers;




(2) the Guaranty Agreement duly executed and delivered by SMF, LinkEx, and Saia
Metrogo;




(3) an amendment to the Intercreditor Agreement duly executed and delivered by the
Collateral Agent, Bank of Oklahoma, N.A. as administrative agent, the lenders under the
Credit Agreement, the Purchasers and the Credit Parties;




(4) the Security Agreement duly executed by the Company and each of the Existing
Subsidiaries (other than SCS) and the Collateral Agent, together with:




(a) copies of proper financing statements (as defined in the UCC) in form
appropriate for filing under the UCC of all jurisdictions that the Purchasers may
deem necessary or desirable in order to perfect the Liens created under the Security
Agreement, covering the Collateral described in the Security Agreement, originals of
which shall be delivered to the Collateral Agent;




(b) lien searches conducted on the Company and its Subsidiaries reflecting no
Liens other than Excepted Liens against any of the Personal Property Collateral as
to which perfection of a Lien is accomplished by the filing of a financing
statement;




(c) copies of any certificates representing the Equity Interests of the
Subsidiaries of the Company, accompanied by undated stock powers executed in blank
or registered in the name of such nominee or nominees as the Collateral Agent shall
specify, the originals of which shall be delivered to the Collateral Agent;




(d) evidence that all other actions, recordings and filings required by the
Security Agreement, or that the Purchasers may deem necessary or desirable in order
to perfect or protect the Liens created under the Security Agreement, have been
taken (including, without limitation, receipt of duly executed payoff letters, and
UCC-3 termination statements) or will be taken promptly (and in no event later than
10 days) after the Effective Date;




(5) certified copies of the Credit Agreement (as amended and restated on the date
hereof) and all related Credit Documents, duly executed by the Company, the lenders party
thereto and the Bank of Oklahoma, N.A. as administrative agent, together with evidence that
all conditions precedent to the Credit Documents have been satisfied and such Credit
Documents are effective, which Credit Agreement shall include an approval to the terms and
conditions of this Agreement and the other transactions contemplated hereby and such related
matters as Purchasers shall require;




(6) (i) copies of the articles or certificate of incorporation or organization of the
Company and each Existing Subsidiary (other than SCS), together with all amendments,
certified by the appropriate governmental officer in its jurisdiction of incorporation or
organization, (ii) a certificate of good standing for the Company and each Existing
Subsidiary (other than SCS), certified by the appropriate governmental officer in its
jurisdiction of incorporation or organization, (iii) copies, certified by the Secretary or
Assistant Secretary of the Company and each Existing Subsidiary (other than SCS), of its
bylaws, operating agreement or other internal governance documents, together with all
amendments thereto, and (iv) copies, certified by the Secretary or Assistant Secretary of
the Company and each Existing Subsidiary (other than SCS), of the resolutions or actions of
its Board of Directors or other governing body authorizing the execution of the Note
Documents to which it is a party;




(7) an incumbency certificate, executed by a Secretary or Assistant Secretary of the
Company and each Existing Subsidiary (other than SCS), which shall identify by name and
title and bear the signatures of the Authorized Officers of the Company and each Existing
Subsidiary (other than SCS) authorized to sign the Note Documents to which it is a party;




(8) favorable written opinion, addressed to the Purchasers and dated the Effective
Date, of Bryan Cave LLP, counsel to the Credit Parties, covering such matters related hereto
as the Purchasers may reasonably request; each of the Company and each Guarantor hereby
directs such counsel to deliver such opinion, and understands and agrees that each Purchaser
will and hereby is authorized to rely on such opinion;




(9) a certificate from an Authorized Officer of the Company dated as of the Effective
Date addressed to each holder of the Notes certifying that, as of such date, each of the
Company and its Subsidiaries is Solvent (assuming with respect to each Guarantor, that the
fraudulent transfer savings language contained in the Guaranty Agreement applicable to such
Guarantor will be given full effect);




(10) evidence that all insurance required to be maintained pursuant to the Note
Documents has been obtained and is in effect, together with the certificates of insurance,
naming the Purchasers as additional insureds under all liability insurance policies and the
Collateral Agent, on behalf of the holders of the Notes and the lenders party to the Credit
Agreement, as an additional insured or loss payee, as the case may be, under all insurance
policies maintained with respect to the Property that constitutes Collateral, together with
a customary lender’s loss payable endorsement naming the Collateral Agent as the loss payee
on all casualty and property policies; and




(11) a desktop appraisal of the Company’s Rolling Stock meeting the requirements of
paragraph 5C(ii).



3B. Representations and Warranties; No Default. As of the Effective Date, the representations
and warranties contained in paragraph 8 shall be true and correct and no Default or Event of
Default shall have occurred and be continuing; and the Company shall have delivered to each
Purchaser an Officer’s Certificate, dated the Effective Date, to both such effects.



3C. Proceedings. All corporate and other proceedings taken or to be taken in connection with
the transactions contemplated hereby and all documents incident thereto shall be satisfactory in
substance and form to the Purchasers, and the Purchasers shall have received all such counterpart
originals or certified or other copies of such documents as it may reasonably request.



The Purchasers shall notify the Company when each of the foregoing conditions required to be
to the satisfaction of the Purchasers has been satisfied (or waived pursuant to paragraph 11C).



4. PREPAYMENTS. The Notes shall be subject to prepayment with respect to any required
prepayments set forth in such Notes as provided in paragraph 4A and with respect to the optional
prepayments permitted by paragraph 4B.



4A. Required Prepayments. The Notes of each Series shall be subject to required prepayments,
if any, as set forth in the Notes of such Series.



4B. Optional Prepayment With Yield-Maintenance Amount. The Notes shall be subject to
prepayment, in whole at any time or from time to time in part (in integral multiples of $100,000
and in a minimum amount of $1,000,000), at the option of the Company, at 100% of the principal
amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if
any, with respect to each such Note. Any partial prepayment of Notes pursuant to this paragraph 4B
shall be applied in satisfaction of required payments of principal of the Notes in inverse order of
their scheduled due dates unless the holders of the Notes and the Company agree to some other
allocation of a prepayment, and paragraph 4A hereof and the Notes are amended to proportionately
reduce the scheduled prepayments set forth in the Notes in a manner agreed to by the Company and
the holders of the Notes.



4C. Notice of Optional Prepayment. The Company shall give the holder of each Note to be
prepaid pursuant to paragraph 4B irrevocable written notice of such prepayment not less than 10
Business Days prior to the prepayment date, specifying such prepayment date, specifying the
aggregate principal amount of the Notes to be prepaid on such date, identifying each Note held by
such holder, and the principal amount of each such Note, to be prepaid on such date and stating
that such prepayment is to be made pursuant to paragraph 4B. Notice of prepayment having been
given as aforesaid, the principal amount of the Notes specified in such notice, together with
interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any,
herein provided, shall become due and payable on such prepayment date. The Company shall, on or
before the day on which it gives written notice of any prepayment pursuant to paragraph 4B, give
telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to
each Significant Holder which shall have designated a recipient for such notices in the Purchaser
Schedule attached hereto or by notice in writing to the Company.



4D. Application of Prepayments. Upon any partial prepayment of the Notes of any Series
pursuant to paragraph 4A, the amount so prepaid shall be allocated to all outstanding Notes of such
Series (including, for the purpose of this paragraph 4D only, all Notes prepaid or otherwise
retired or purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates
other than by prepayment pursuant to paragraph 4A or 4B) in proportion to the respective
outstanding principal amounts thereof. Upon any partial prepayment of the Notes pursuant to 4B,
the amount to be prepaid shall be applied pro rata to all outstanding Notes of all Series
(including, for the purpose of this paragraph 4D only, all Notes prepaid or otherwise retired or
purchased or otherwise acquired by the Company or any of its Subsidiaries or Affiliates other than
by prepayment pursuant to paragraph 4A or 4B) according to the respective unpaid principal amounts
thereof.



4E. Retirement of Notes. The Company shall not, and shall not permit any of its Subsidiaries
or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated installment
or final maturities (other than by prepayment pursuant to paragraphs 4A or 4B or upon acceleration
of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or
indirectly, Notes held by any holder.



5. AFFIRMATIVE COVENANTS. So long as any Note or other Obligation is outstanding and unpaid,
the Company covenants as follows:



5A. Financial Statements; Notice of Defaults. The Company will deliver to each holder of any
Notes in duplicate:




(i) 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 Company 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 Company 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 Company 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 Company,
subject to changes resulting from year-end adjustments; provided, however,
that delivery pursuant to clause (vi) below of copies of the Quarterly Report on Form 10-Q
of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the
requirements of this clause (i) 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;




(ii) 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 Company 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 Company and its Subsidiaries for such year, and a
consolidating and consolidated balance sheet of the Company 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 Required Holders and (i) as to the consolidated statements, all reported on by
independent public accountants of recognized national standing selected by the Company
(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 Required Holders) to the effect that such financial
statements present fairly in all material respects the financial condition and results of
operations of the Company 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 Company; provided, however, that delivery pursuant
to clause (vi) below of copies of the Annual Report on Form 10-K of the Company for such
fiscal year filed with the SEC shall be deemed to satisfy the requirements of this clause
(ii) 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;




(iii) together with each delivery of financial statements required by clause (i) and
clause (ii) above, an Officer’s Certificate in the form of Exhibit B, demonstrating
(with computations in reasonable detail) compliance by the Company and its Subsidiaries with
the provisions of paragraphs 6A(1), 6A(2) and 6G hereof and stating that there exists no
Default or Event of Default, or, if any Default or Event of Default exists, specifying the
nature and period of existence thereof and what action the Company proposes to take with
respect thereto;




(iv) together with each delivery of financial statements required by clause (ii) 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 Event
of Default, or, if they have obtained knowledge of any Default or Event of 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 Event
of Default which would not be disclosed in the course of an audit conducted in accordance
with generally accepted auditing standards;




(v) 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;




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




(vii) immediately after any Authorized Officer obtains knowledge of a Default or Event
of Default, an Officer’s Certificate specifying the nature and period of existence thereof
and what action the Company proposes to take with respect thereto;




(viii) no later than February 15 of each year, a copy of the annual operating budget of
Company and its Subsidiaries for such year; and




(ix) with reasonable promptness, such other information respecting the condition or
operations, financial or otherwise, of the Company or any of its Subsidiaries as such holder
may reasonably request.



5B. Information Required by Rule 144A. The Company will, upon the request of the holder of
any Note, provide such holder, and any qualified institutional buyer designated by such holder,
such financial and other information as such holder may reasonably determine to be necessary in
order to permit compliance with the information requirements of Rule 144A under the Securities Act
in connection with the resale of Notes, except at such times as the Company is subject to and in
compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act. For the
purpose of this paragraph 5B, the term “qualified institutional buyer” shall have the meaning
specified in Rule 144A under the Securities Act.



5C. Inspection of Property.



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



(ii) The Company will permit the holders of the Notes, at the reasonable request of the
Required Holders, to order and obtain desktop appraisals of the Company’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 Required Holders and shall set forth the appraiser’s estimate of the net
amount that could be realized from an orderly liquidation sale of the Company’s Rolling Stock,
given a reasonable period of time to find a purchaser (or purchasers) with the Company being
compelled to sell on an “as-is, where-is” basis. Desktop appraisals may be obtained at any time in
the reasonable exercise of the sole discretion of the holders of the Notes. The Company will pay
all reasonable costs and expenses actually incurred by the holders of the Notes or the Collateral
Agent in connection with each desktop appraisal; provided, however, that prior to
the occurrence of any Default or Event of Default, the Company shall not be required to pay the
costs of more than two desktop appraisals per year.



5D. Covenant to Secure Notes Equally. If the Company 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 Required Holders, the Company shall make or cause to be made effective provision
whereby the Obligations and Bank 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.



5E. Compliance with Laws. The Company 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 could 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 Company and its Subsidiaries
taken as a whole.



5F. Insurance.



(i) The Company will, and will cause each of its Subsidiaries to, maintain with financially
sound and reputable insurance companies not Affiliates of the Company 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
Company or any Subsidiary operates and (ii) such other insurance as may be required by the Note
Documents or applicable law.



(ii) The Company 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 an Event of Default, the insurance carrier shall pay all proceeds
otherwise payable to the Company 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.



(iii) 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 Company 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.



5G. Maintenance of Existence. The Company 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 paragraph 5G shall prevent the abandonment or termination of the existence of any
Subsidiary, or the rights or franchises of any Subsidiary or the Company if such abandonment or
termination would not have a material adverse effect upon the business, condition (financial or
otherwise), operations or prospects of the Company and its Subsidiaries taken as a whole.



5H. Maintenance of Property. The Company 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 Company and its Subsidiaries taken as a whole.



5I. Payment of Taxes. The Company 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 Company 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.



5J. Parity with Other Indebtedness. The Company will, and will cause its Subsidiaries to,
execute all such documents and take all such actions as the Required Holders may reasonably request
in order to assure that at all times (i) the Notes shall rank in right of payment senior to or pari
passu with all other Indebtedness of the Company and (ii) each Guarantor’s guaranty obligations
under the Guaranty Agreement in respect of the Notes shall rank in right of payment senior to or
pari passu with all other Indebtedness of such Guarantor.



5K. ERISA. The Company covenants that it and each of its Commonly Controlled Entities will
deliver to the holders of the Notes 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 clause (xiv) of paragraph 7A
notice of such event and the likely impact on the Company 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 Company covenants that it and any such Commonly Controlled Entity will
deliver to the holders of the Notes: (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 Company setting forth details as to such Reportable
Event and the action which the Company 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 holder of any Note,
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 Company 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 Company 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 paragraph 5K shall not apply to notices of general
application promulgated by the PBGC or the Internal Revenue Service.



5L. Environmental Covenants.




(i) The Company will maintain an environmental management system that is designed (A)
to monitor the Company’s and its Subsidiaries’ compliance with Environmental and Safety Laws
and (B) to minimize the Company’s and its Subsidiaries’ exposure to liabilities under
Environmental and Safety Laws, including, but not limited to, the Company’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 Company’s
and its Subsidiaries’ potential exposures to liabilities under Environmental and Safety Laws
are adequately insured against pursuant to paragraph 5F.




(ii) The Company will immediately notify each holder of the Notes of and provide such
holder with copies of any notifications of violations or notifications of discharges or
releases or threatened releases or discharges of Hazardous Materials on, upon, into or from
any property of the Company or any Subsidiary, or any property where the Company or its
Subsidiaries is conducting operations, which are received or are given or required to be
given by or on behalf of the Company 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 Company or any of its Subsidiaries. Copies of such notifications shall be
delivered to the holders of the Notes at the same time as they are delivered to the
governmental agency or authority.




(iii) The Company 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 Hazardous Materials in
violation of applicable law on, upon, into or from any property of the Company or any
Subsidiary.




(iv) At all times, the Company 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 Company or any Subsidiary, or (B) any Property on or adjacent to which the
Company 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
Company 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 Company and its
Subsidiaries, taken as a whole.



5M. Maintenance of Collateral; Pledge of Additional Collateral.




(i) The Company 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, the Company
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.




(ii) 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 each holder of any Note
a Guaranty Agreement or such other document as the Required Holders shall deem appropriate
for such purpose, (ii) deliver to each holder of any Note Documents of the types referred to
in paragraph 3A 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
Required Holders, and (iii) execute such Collateral Documents as the Collateral Agent or the
Required Holders 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
Required Holders may reasonably request, along with share certificates pledged thereby and
appropriately executed stock powers in blank.




(iii) Within 60 days following the Effective Date, the Company 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. NEGATIVE COVENANTS. So long as any Note or other Obligation is outstanding and unpaid, the
Company covenants as follows:



6A. Financial Covenants.



6A(1) Fixed Charge Coverage Ratio. The Company 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.



6A(2) Leverage Ratio. The Company will not permit the Leverage Ratio,
determined as of the last day of each fiscal quarter ending March 31, 2015, to be
greater than 3.25 to 1.00.



6B. Liens. The Company 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
paragraph 5D), except




(i) Excepted Liens;




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




	 	(iii)	 	Liens in existence on the date hereof as set forth on
Schedule 6B hereto;






(iv) Liens on the Properties of any Subsidiary acquired pursuant to a Permitted
Acquisition, provided that the Indebtedness secured thereby is permitted under paragraph
6C(v); and




(v) Liens on fixed or capital assets acquired, constructed or improved by the
Company securing obligations in respect of Capital Leases, purchase money
obligations for fixed or capital assets, or other similar obligations, provided that (i) the
total Indebtedness at any time secured by all such Liens, together with any other
Indebtedness not otherwise permitted under Paragraph 6C(i) through (iv) and Paragraph
6C(vi), shall not exceed the limitations set forth in Paragraph 6C(v); (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 Company 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 Company or any of its Subsidiaries from granting any other Liens
in such Property.



6C. Debt. The Company will not and will not permit any Subsidiary to create, incur, assume or
suffer to exist any Indebtedness, except




(i) Indebtedness of any Subsidiary to the Company or a Wholly Owned Subsidiary;




(ii) Indebtedness of any Guarantor under the Guaranty Agreement;




(iii) Indebtedness of any Guarantor under any Credit Agreement Guaranty so long as the
Intercreditor Agreement is in effect;




(iv) obligations of the Company under this Agreement and the Notes, obligations of the
Company under the Credit Agreement and any refinancings, extensions, renewals or
replacements of such obligations of the Company under the Credit Agreement to the extent the
documents governing such refinanced Indebtedness do not contain terms, conditions, covenants
and events of default which are more restrictive than those contained in the Credit
Agreement;




(v) 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 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 is acquired);




(vi) existing Indebtedness described on Schedule 6C hereto and any
refinancings, extensions, renewals or replacements of such Indebtedness of the Company 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;




(vii) Swap Obligations of the Company or any Subsidiary owing to any Bank or Purchaser
(or any Affiliate of a Bank or Purchaser) or to any other counterparty acceptable to the
Purchasers; and




(viii) Indebtedness under any Treasury Management Agreement.



6D. Loans, Advances and Investments. The Company 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 Company 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




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




(ii) 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;




(iii) 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 United States dollars, in each case which mature within
one year from the date acquired;




(iv) 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;




(v) 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;




(vi) 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;




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




(viii) 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;




(ix) notes payable, or stock or other securities issued by account debtors of
Receivables to the Company 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;




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




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




(A) the target of the Acquisition is in the same line of business as the Company or any
business that is substantially similar, related or incidental thereto;




(B) no Default or Event of Default exists at the time of such Acquisition or would
result from such Acquisition;




(C) the Company’s pro rata Leverage Ratio upon consummation of such Acquisition does
not exceed 3.00 to 1.00;




(D) the Company has delivered to the holders of the Notes written notice of the
intended Acquisition and a copy of the information provided to the board of directors of the
Company not less than ten (10) days prior to the consummation of the Acquisition;




(E) not less than ten (10) days prior to the consummation of the Acquisition, the
Company provides each holder of a Note with a certification, in form and substance
satisfactory to such holder, demonstrating that upon the consummation of such Acquisition,
the Company will be in compliance with clause (C) above and in pro forma compliance with the
financial covenant set forth in paragraph 6A(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 Company have been provided under paragraph 5A;




(F) neither the Company 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 paragraph 6C(v));




(G) 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;




(H) if 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
Company and will comply with the provisions of paragraph 5M(ii) and (B) if the Acquisition
is an Acquisition of assets, the Acquisition is structured so that the Company or a
Guarantor will acquire such assets;



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



6E. Sale of Stock and Indebtedness of Subsidiaries. The Company 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 Company 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
Company) 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 paragraph 6G 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 Company and all Subsidiaries are simultaneously being sold as permitted by this
paragraph 6E). Notwithstanding the foregoing, in no event may the Company or any Existing
Subsidiary Transfer its Equity Interests in any Existing Subsidiary (except for Transfers to the
Company or a Wholly Owned Subsidiary) without the consent of holders of the Notes. If requested by
the Company 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 paragraph 6E and Section 7.4 of the Credit
Agreement, the Collateral Agent is authorized to release its Lien on the Equity Interests to be
Transferred and the holders of the Notes shall release the applicable Subsidiary from its Guaranty.



6F. Merger and Consolidation. The Company will not and will not permit any Subsidiary to
merge or consolidate with or into any other Person, except that:




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




(ii) 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;




(iii) the Company may consolidate or merge with any other corporation if (i) the
Company 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 Required
Holders (which agreement may require, in connection with such assumption, the delivery of
such opinions of counsel as the Required Holders may reasonably require), the obligations of
the Company under this Agreement and the other Note Documents, including all covenants
herein and therein contained, and such successor or acquiring entity shall succeed to and be
substituted for the Company with the same effect as if it had been named herein as a party
hereto, provided, however, that no such sale shall release the Company from
any of its obligations and liabilities under this Agreement or the other Note Documents
unless such sale is followed by the complete liquidation of the Company and substantially
all the assets of the Company immediately following such sale are distributed to the
successor or acquiring entity in such liquidation, (ii) no Default or Event of Default
exists before or after such merger or consolidation, (iii) the Company’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 Company or the merging Subsidiary prior to the merger shall be
the core managers of the continuing or surviving entity;




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




(v) the Company or any Subsidiary may enter into a merger or consolidation in
connection with an Acquisition permitted by paragraph 6D(xi).




Notwithstanding anything to the contrary in this paragraph 6F, 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.



6G. Transfer of Properties. The Company will not and will not permit any Subsidiary to
Transfer, or agree or otherwise commit to Transfer, any of its Properties except that




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




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




(iii) the Company and any Subsidiary may sell investments permitted by paragraph 6D;
and




(iii) the Company 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 Company or any Subsidiary Transfer any Mortgaged
Property without the consent of the Required Holders. If requested by the Company in order to
facilitate any Transfer which is permitted to be made under the terms of this paragraph 6G and
Section 7.6 of the Credit Agreement or which has otherwise been consented to by the requisite
holders of the Notes and the requisite banks under the Credit Agreement, the Collateral Agent shall
be authorized to release its Lien on the Property or Properties to be Transferred.



6H. Reserved.



6I. Sale or Discount of Receivables. The Company 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.



6J. Related Party Transactions. The Company 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 Company 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 Company 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 employee
stock option, stock appreciation and similar stock-based incentive plans applicable to employees of
the Company that have been approved by a majority of the Company’s outside directors).



6K. Issuance of Stock by Subsidiaries. The Company 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
Company or a Wholly Owned Subsidiary.



6L. Subsidiary Restrictions. The Company 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 Company of
dividends or other redemptions or distributions with respect to its capital stock by any
Subsidiary, (ii) the repayment to the Company by any Subsidiary of intercompany loans or advances
or (iii) other intercompany transfers to the Company of property or other assets by Subsidiaries.



6M. Change of Business.



(i) The Company 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 Company 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.



(ii) The Company will not permit SCS to acquire or own any Property not held by it on the
Effective Date.



6N. Restricted Payments. The Company will not, and will not permit any of its Subsidiaries
to:



(i) 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 Company or any of its
Subsidiaries, except that (a) the Company may declare and pay dividends on its Equity Interests
payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay
dividends or make distributions ratably on their Equity Interests, (c) the Company may make
payments pursuant to and in accordance with stock option plans or other compensation, incentive or
bonus plans for directors, management or employees of the Company and its Subsidiaries that have
been approved by a majority of the Company’s outside directors or the Compensation Committee of the
Board of Directors of the Company; and (d) the Company may declare and pay cash dividends on shares
of its outstanding Equity Interests so long as before and after giving pro forma effect to the
payment of such dividends and any Indebtedness incurred in connection therewith, (x) no Default or
matured Default has occurred and is continuing or would result therefrom, and (y) the Company would
have been in compliance with the financial covenant set forth in paragraph 6A(1) as of the last day
of the most recently ended fiscal quarter for which financial statements have been delivered.



(ii) 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 Company or any Subsidiary, except that:
(a) the Company may purchase, redeem, retire, acquire, cancel or terminate any of its Equity
Interests up to the aggregate amount of $50,000,000, provided that (x) the Company’s pro forma
Leverage Ratio following any such transaction shall be less than or equal to 2.75 to 1.00 and
(y) the Company’s pro forma Available Liquidity following any such transaction shall be greater
than or equal to $30,000,000; and (b) the Company may make purchases of Equity Interests in the
Company pursuant to and in accordance with stock option plans or other compensation, incentive or
bonus plans for directors, management or employees of the Company and its Subsidiaries; or



(ii) make any payments (other than scheduled payments) of principal of, premium, if any, or
interest on or fees with respect to, any Indebtedness for borrowed money or letter of credit
reimbursement obligations, or commitments to extend Indebtedness for borrowed money or issue
letters of credit, if any Default or Event of Default exists at the time of any such payment or
would result immediately following the making of any such payment.



6O. Most Favored Lender Status. (a) The Company will not enter into or permit any amendment
to the Credit Agreement or any other Credit Document to include one or more Additional Covenants or
Additional Defaults, unless prior written consent to such amendment shall have been obtained from
the Required Holders; provided, however, in the event that the Company or any
Subsidiary shall enter into, assume or otherwise become bound by or obligated under any such
amendment without the prior written consent of the Required Holders, the terms of this Agreement
shall, without any further action on the part of the Company or any of the holders of the Notes, be
deemed to be amended automatically to include each Additional Covenant and each Additional Default
contained in such amendment. The Company further covenants to promptly execute and deliver at its
expense (including the reasonable fees and expenses of counsel for the holders of the Notes) an
amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing
the amendment of this Agreement to include such Additional Covenants and Additional Defaults to
which the Required Holders granted their 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 paragraph 6O, but shall merely be for the convenience of the parties hereto.



(b) The Company will not enter into or amend any agreement governing or evidencing
Indebtedness for borrowed money (other than the Credit 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 Company offered such Additional Covenant or
Additional Default to the holders of the Notes and (ii) if the Required Holders have accepted such
Additional Covenant or Additional Default, the Company has executed and delivered at its expense
(including the reasonable fees and expenses of counsel for the holders of the Notes) an amendment
to this Agreement to include such Additional Covenants and Additional Defaults in this Agreement,
provided that in no event shall the Company enter into or amend any agreement to restrict
payments on the Notes or other Obligations or restrict the ability of the Company to enter into
amendments and modifications of this Agreement or any other Note Documents without the prior
written consent of the Required Holders; provided, further, however, in the
event that the Company 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 the holders of the Notes, the terms of this
Agreement shall, without any further action on the part of the Company or any of the holders of the
Notes, be deemed to be amended automatically to include each Additional Covenant and each
Additional Default contained in such agreement.



6P. Terrorism Sanctions Regulations. The Company will not and will not permit any Controlled
Entity (a) to become (including by virtue of being owned or controlled by a Blocked Person), own or
control a Blocked Person or any Person that is the target of sanctions imposed by the United
Nations or by the European Union, or (b) directly or indirectly to have any investment in or engage
in any dealing or transaction (including, without limitation, any investment, dealing or
transaction involving the proceeds of the Notes) with any Person if such investment, dealing or
transaction (i) would cause any holder to be in violation of any law or regulation applicable to
such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions, or
(c) to engage, nor shall any Affiliate of either engage, in any activity that could subject such
Person or any holder to sanctions under CISADA or any similar law or regulation with respect to
Iran or any other country that is subject to U.S. Economic Sanctions.



7. EVENTS OF DEFAULT.



7A. 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):




(i) the Company fails to pay any principal of, or Yield-Maintenance Amount payable with
respect to, any Note (including without limitation any mandatory prepayment of principal
required under paragraph 4A) as and when the same shall become due and payable, either by
the terms thereof or otherwise as herein provided; or




(ii) the Company fails to pay any interest on any Note or any other amount payable
hereunder or under any other Note Document and such failure shall continue for more than
three days after the date due thereof; or




(iii) the Company or any Subsidiary defaults (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 Company or any Subsidiary
fails 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 Company 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 Company or any Subsidiary) shall occur and be continuing exceeds $5,000,000 or
the equivalent amount in other currencies; or




(iv) any representation or warranty made by the Company herein or by the Company 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




(v) the Company fails to perform or observe any term, covenant or agreement contained
in paragraphs 5 or 6 (provided, however, to the extent the Company’s
compliance with any term, covenant or agreement contained in paragraphs 5 or 6 is based upon
the Company’s response to any request for information made by the holder of any Note or upon
any determination to be made at the discretion of the holder of any Note, the Company shall
have a reasonable period, not to exceed ten days, in which to comply with such request or
determination); or




(vi) the Company fails to perform or observe any other term, covenant, agreement or
condition contained herein or in any Collateral Document or other Note Document (other than
a Default of the type describe in Paragraph 7A(v)) and such failure shall not be remedied
within 30 days after the Company obtains actual knowledge thereof; or




(vii) the Company or any Subsidiary makes an assignment for the benefit of creditors or
is generally not paying its debts as such debts become due; or




(viii) any decree or order for relief in respect of the Company or any Subsidiary is
entered under any Debtor Relief Laws of any jurisdiction; or




(ix) the Company or any Subsidiary petitions or applies to any tribunal for, or
consents to, the appointment of, or taking possession by, a trustee, receiver, custodian,
liquidator or similar official of the Company or any Subsidiary, or of any substantial part
of the assets of the Company or any Subsidiary, or commences a voluntary case under the any
Debtor Relief Law or any proceedings (other than proceedings for the voluntary liquidation
and dissolution of a Subsidiary) relating to the Company or any Subsidiary under any Debtor
Relief Laws; or




(x) any such petition or application is filed, or any such proceedings are commenced,
against the Company or any Subsidiary and the Company or such Subsidiary by any act
indicates its approval thereof, consent thereto or acquiescence therein, or an order,
judgment or decree is 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 30 days; or




(xi) any order, judgment or decree is entered in any proceedings against the Company
decreeing the dissolution of the Company and such order, judgment or decree remains unstayed
and in effect for more than 60 days; or




(xii) any order, judgment or decree is entered in any proceedings against the Company
or any Subsidiary decreeing a split-up of the Company 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
Company 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 Company 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




(xiii) 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 Company or any Subsidiary and either
(i) enforcement proceedings to attach or levy against any assets of Company 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 sixty (60) days after entry thereof; or




(xiv) (A) any Plan shall fail to satisfy the minimum funding standards of ERISA or the
Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period 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 Company or any
Commonly Controlled Entity 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 Company 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 Company or any Commonly Controlled Entity withdraws from any Multiemployer
Plan which creates an obligation of the Company in excess of $1,000,000, or (F) the Company
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 Company or any Subsidiary thereunder; or




(xv) 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 Company or any Subsidiary
party thereto shall fail to cure the same within ten (10) days of written demand by the
Collateral Agent, or the Company or any Subsidiary purports to revoke, terminate or rescind
any Collateral Document; or




(xvi) any provision of any Guaranty, at any time after its execution and delivery
thereof 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 ten (10) days of written demand by the holder of any Note, or a
Guarantor shall so state in writing; or




(xvii) (i)  the Company shall fail to pay any amounts due under the Credit Agreement
when due; (ii) the Company shall default in the performance of any term, provision or
conditions contained in the Credit Agreement, or any other event shall occur or condition
exist, the effect of which is to cause or permit the holders of the Bank Obligations to
demand immediate payment of Bank Obligations; or (iii) any Bank Obligations shall be
declared to be due and payable or required to be prepaid (other than by a regularly
scheduled payment) prior to the stated maturity thereof; or




(xviii) the Company 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;




(xix) the Company 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 (a) if such event is an Event of Default specified in clause (i) or (ii) of this paragraph 7A,
any holder of any Note may at its option, by notice in writing to the Company, declare all of the
Notes held by such holder to be, and all of the Notes held by such holder shall thereupon be and
become, immediately due and payable at par together with interest accrued thereon, without
presentment, demand, protest or notice of any other kind (including, without limitation, notice of
intent to accelerate), all of which are hereby waived by the Company, (b) if such event is an Event
of Default specified in clause (viii), (ix) or (x) of this paragraph 7A with respect to the
Company, all of the Notes at the time outstanding shall automatically become immediately due and
payable at par together with interest accrued thereon and together with the Yield-Maintenance
Amount, 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 Company and (c) if such event is any Event of
Default other than as specified in preceding clause (b), the Required Holders may at its or their
option by notice in writing to the Company, declare all of the Notes to be, and all of the Notes
shall thereupon be and become, immediately due and payable together with interest accrued thereon
and together with the Yield-Maintenance Amount, if any, with respect to each Note, without
presentment, demand, protest or notice of any other kind (including, without limitation, notice of
intent to accelerate), all of which are hereby waived by the Company.



The Company acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of the Yield-Maintenance Amount by
the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of
Default, is intended to provide compensation for the deprivation of such right under such
circumstances.



7B. Rescission of Acceleration. At any time after any or all of the Notes shall have been
declared immediately due and payable pursuant to paragraph 7A, the Required Holders may, by notice
in writing to the Company, rescind and annul such declaration and its consequences if (i) the
Company shall have paid all overdue interest on the Notes, the principal of and Yield-Maintenance
Amount, if any, payable with respect to any Notes which have become due otherwise than by reason of
such declaration, and interest on such overdue interest and overdue principal and Yield-Maintenance
Amount at the rate specified in the Notes, (ii) the Company shall not have paid any amounts which
have become due solely by reason of such declaration, (iii) all Events of Default and Defaults,
other than non-payment of amounts which have become due solely by reason of such declaration, shall
have been cured or waived pursuant to paragraph 11C and (iv) no judgment or decree shall have been
entered for the payment of any amounts due pursuant to the Notes or this Agreement. No such
rescission or annulment shall extend to or affect any subsequent Default or Event of Default or
impair any right arising therefrom.



7C. Notice of Acceleration or Rescission. Whenever any Note shall be declared immediately due
and payable pursuant to paragraph 7A or any such declaration shall be rescinded and annulled
pursuant to paragraph 7B, the Company shall forthwith give written notice thereof to the holder of
each Note at the time outstanding.



7D. Other Remedies. If any Default or Event of Default occurs and is continuing, in addition
to those remedies set forth above, the Required Holders may exercise and enforce, on behalf of all
holders of the Notes, all rights and remedies available to the holders of the Notes 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 the Note Documents or in aid
of the exercise of any power granted in the Note Documents, and may direct the Collateral Agent in
accordance with the Intercreditor Agreement to exercise on behalf of the holders of the Notes all
rights and remedies available to the holders of the Notes under the Collateral Documents. No
remedy conferred in this Agreement upon the holder of any Note 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.



7E. Application of Proceeds. After the exercise of remedies provided for in this paragraph 7
(or after the Notes have automatically become immediately due and payable), subject to the
provisions of the Intercreditor Agreement, any amounts received by the holders of the Notes shall
be applied ratably to the Obligations.



8. REPRESENTATIONS AND WARRANTIES. The Company represents, covenants and warrants as follows
(all references to “Subsidiary” and “Subsidiaries” in this paragraph 8 shall be deemed omitted if
the Company has no Subsidiaries at the time the representations herein are made or repeated):



8A. Organization; Authorization; Enforceability; No Contravention .



(i) The Company 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 Company 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 Company are the Existing
Subsidiaries.



(ii) The execution, delivery and performance of this Agreement and the other
Note Documents to which the Company or any of its Subsidiaries is a party are within
the corporate or limited liability company power and authority of the Company and
each of its Subsidiaries (as applicable) and have been duly authorized by all
necessary corporate action by or on behalf of the Company and each of such
Subsidiaries. This Agreement and each of the other Note Documents to which the
Company or any of its Subsidiaries is a party has been duly executed and delivered
by the Company 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.



(iii) The execution, delivery and performance of this Agreement and the other
Note Documents do not and will not (a) contravene the terms of the articles or
certificate of incorporation, bylaws or other organizational documents of the
Company 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 Company 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 Company 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 Company or any of its Subsidiaries, and (d) result in the creation or
imposition of any Lien on any Property of the Company or any of its Subsidiaries
(other than in favor of the Collateral Agent).



8B. Financial Statements. The Company has furnished to each holder of the Notes, in each case
certified by a principal financial officer of the Company, a consolidated balance sheet of the
Company and its Subsidiaries as of December 31, 2013 and December 31, 2014, and consolidated
statements of income, cash flows and a consolidated statement of shareholders’ equity of the
Company and its Subsidiaries for each such year, all reported on by KPMG LLP or another nationally
recognized public accounting firm. All of the financial statements delivered to each holder of the
Notes pursuant to this paragraph 8B (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 Company and
its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly
present the condition of the Company 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 Company 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 Company and its Subsidiaries taken as a whole since
the end of the most recent fiscal year for which financial statements have been furnished.



8C. Actions Pending. There is no action, suit, investigation or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any of its Subsidiaries, or any
properties or rights of the Company 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, could reasonably be expected to result in any material adverse
change in the business, property or assets, condition (financial or otherwise) or operations of the
Company and its Subsidiaries taken as a whole. There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Company, threatened against the Company, or any of
its Subsidiaries which purports to affect the validity or enforceability of this Agreement or any
other Note Document.



8D. Outstanding Indebtedness. Neither the Company nor any of its Subsidiaries has outstanding
any Indebtedness except as permitted by paragraph 6C. There exists no default under the provisions
of any instrument evidencing any such permitted Indebtedness or any agreement relating thereto



8E. Title to Properties. SMF has good and marketable title to each of the Mortgaged
Properties, subject only to Excepted Liens. The Company 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 paragraph 8B (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 Company 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 Company 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.



8F. Taxes. The Company 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 Company 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.



8G. Conflicting Agreements and Other Matters. Neither the Company 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. Neither the execution nor delivery of this Agreement or any other Note
Documents, nor the offering, issuance and sale of any of the Notes, nor fulfillment of nor
compliance with the terms and provisions hereof and thereof, will conflict with, or result in a
breach of the terms, conditions or provisions of, or constitute a default under, or result in any
violation of, or result in the creation of any Lien upon any of the properties or assets of the
Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its
Subsidiaries, any award of any arbitrator or any agreement (including any agreement with
stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the
Company or any of its Subsidiaries is subject. Except as set forth in the Credit Agreement,
neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any
provision contained in, any instrument evidencing Indebtedness of the Company 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
Company of the type to be evidenced by the Notes.



8H. Offering of Notes. Neither the Company nor any agent acting on its behalf has, directly
or indirectly, offered the Notes or any similar security of the Company for sale to, or solicited
any offers to buy the Notes or any similar security of the Company from, or otherwise approached or
negotiated with respect thereto with, any Person other than institutional investors, and neither
the Company nor any agent acting on its behalf has taken or will take any action which would
subject the issuance or sale of the Notes to the provisions of Section 5 of the Securities Act or
to the provisions of any securities or Blue Sky law of any applicable jurisdiction.



8I. Use of Proceeds. None of the proceeds of the sale of any Notes 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 (12 CFR Part 221) of the Board of Governors of the
Federal Reserve System 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 Company 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. None of the proceeds of
the sale of any Notes 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 Company requests that any Notes be purchased.



8J. ERISA. The Company 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 Company or any Commonly
Controlled Entity to be incurred with respect to any Plan (other than a Multiemployer Plan) by the
Company 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 Company 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 80 percent. Neither the Company 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 Company and its Subsidiaries taken as a
whole. The execution and delivery of this Agreement and the issuance and sale 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. The
representation by the Company in the next preceding sentence is made in reliance upon and subject
to the accuracy of the representation of each Purchaser in paragraph 9B as to the source of funds
to be used by it to purchase any Notes.



8K. Governmental Consent. Neither the nature of the Company or of any Subsidiary, nor any of
their respective businesses or properties, nor any relationship between the Company or any
Subsidiary and any other Person, nor any circumstance in connection with the execution and delivery
of this Agreement or any other Note Documents, or the offering, issuance, sale or delivery of the
Notes 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 (other than
routine filings after the closing day for any Notes with the SEC and/or state Blue Sky authorities)
in connection with the execution and delivery of this Agreement or other Note Documents, the
offering, issuance, sale or delivery of the Notes 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.



8L. Environmental Compliance. The Company 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 could not be reasonably expected to result in a material adverse effect on the
business, condition (financial or otherwise) or operations of the Company and its Subsidiaries
taken as a whole.



8M. Investment Company Status. Neither the Company 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.



8N. Reserved.



8O. Rule 144A. The Notes are not of the same class as securities of the Company, if any,
listed on a national securities exchange, registered under Section 6 of the Exchange Act or quoted
in a U.S. automated inter-dealer quotation system.



8P. Disclosure. Neither this Agreement nor any other document, certificate or statement
furnished to the Purchasers, any other holders of the Notes by or on behalf of the Company 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 Company or any of its Subsidiaries which materially adversely affects or
in the future may (so far as the Company can now reasonably foresee) materially adversely affect
the business, property or assets, condition (financial or otherwise) or operations of the Company
or any of its Subsidiaries taken as a whole and which has not been set forth in this Agreement



8Q. Delivery of Credit Agreement. The Company has delivered to each Purchaser prior to the
date hereof a true, correct and complete copy of the Credit Agreement, including all amendments and
waivers of any provision thereof.



8R. Hostile Tender Offers. None of the proceeds of the sale of any Notes will be used to
finance a Hostile Tender Offer.



8S. Interstate Commerce Act. Neither the Company 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 Company is not a “carrier” to which 49 U.S.C. Section 11301(b)(1) is applicable.



8T. Solvency. Each of the Company 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 issuance and sale of each Note hereunder will be, Solvent.



8U. Security Interests.



(i) The Security Agreement is effective to create 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.



(ii) 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, when appropriate filings or
registrations 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 Company in such Mortgaged Property, prior and superior in right to any other
Person, other than Excepted Liens.



8V. Foreign Assets Control Regulations, Etc.



(a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the
list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign
Assets Control, United States Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an
agent, department, or instrumentality of, or is otherwise beneficially owned by, controlled by or
acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity,
organization, foreign country or regime that is subject to any OFAC Sanctions Program, or (iii)
otherwise blocked, subject to sanctions under or engaged in any activity in violation of other
United States economic sanctions, including but not limited to, the Trading with the Enemy Act, the
International Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and
Divestment Act (“CISADA”) or any similar law or regulation with respect to Iran or any other
country, the Sudan Accountability and Divestment Act, any OFAC Sanctions Program, or any economic
sanctions regulations administered and enforced by the United States or any enabling legislation or
executive order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each
OFAC Listed Person and each other Person, entity, organization and government of a country
described in clause (i), clause (ii) or clause (iii), a “Blocked Person”). Neither the Company nor
any Controlled Entity has been notified that its name appears or may in the future appear on a
state list of Persons that engage in investment or other commercial activities in Iran or any other
country that is subject to U.S. Economic Sanctions.



(b) No part of the proceeds from the sale of the Notes hereunder constitutes or will
constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company
or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any
transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic
Sanctions.



(c) Neither the Company nor any Controlled Entity (i) has been found in violation of, charged
with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other
money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970
(otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or
regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S.
Economic Sanctions violations, (ii) to the Company’s actual knowledge after making due inquiry, is
under investigation by any Governmental Authority for possible violation of Anti-Money Laundering
Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties under any
Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized
or forfeited in an action under any Anti-Money Laundering Laws. The Company has established
procedures and controls which it reasonably believes are adequate (and otherwise comply with
applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in
compliance with all applicable current and future Anti-Money Laundering Laws and U.S. Economic
Sanctions.



(d) (1) Neither the Company nor any Controlled Entity (i) has been charged with, or
convicted of bribery or any other anti-corruption related activity under any applicable law or
regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the
U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption
Laws”), (ii) to the Company’s actual knowledge after making due inquiry, is under investigation by
any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (iii)
has been assessed civil or criminal penalties under any Anti-Corruption Laws or (iv) has been or is
the target of sanctions imposed by the United Nations or the European Union;



(2) To the Company’s actual knowledge after making due inquiry, neither the Company nor any
Controlled Entity has, within the last five years, directly or indirectly offered, promised, given,
paid or authorized the offer, promise, giving or payment of anything of value to a Governmental
Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or
failure to act by such Government Official in his or her official capacity or such commercial
counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the
Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial
counterparty to use his or her influence with a government or instrumentality to affect any act or
decision of such government or entity; in each case in order to obtain, retain or direct business
or to otherwise secure an improper advantage in violation of any applicable law or regulation or
which would cause any holder to be in violation of any law or regulation applicable to such holder;
and



(3) No part of the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any improper payments, including bribes, to any Governmental Official or commercial
counterparty in order to obtain, retain or direct business or obtain any improper advantage. The
Company has established procedures and controls which it reasonably believes are adequate (and
otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and
will continue to be in compliance with all applicable current and future Anti-Corruption Laws.



8W. Insurance. The properties of the Company and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the Company 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
Company or any Subsidiary operates. The insurance coverage of the Company 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 8W.



8X. Compliance With Laws. Neither the Company nor any Subsidiary is (i) in violation of any
order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (ii) in
violation of any applicable law, ordinance, rule or regulation of any Governmental Authority
(including, without limitation, Environmental and Safety Laws, the USA PATRIOT Act or any of the
other laws and regulations that are referred to in Paragraph 8V), which default or violation could
reasonably be expected, individually or in the aggregate, to have a material adverse effect on the
business, property or assets, condition (financial or otherwise) or operations of the Company and
its Subsidiaries taken as a whole.



8Y. Qualified ECP Guarantor. Each of the Company 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.



9. REPRESENTATIONS OF THE PURCHASERS.



Each Purchaser represents as follows:



9A. Nature of Purchase. Such Purchaser is not acquiring the Notes purchased by it hereunder
with a view to or for sale in connection with any distribution thereof within the meaning of the
Securities Act, provided that the disposition of such Purchaser’s property shall at all
times be and remain within its control.



9B. Source of Funds. At least one of the following statements is an accurate representation
as to each source of funds (the “Source”) to be used by such Purchaser to pay the purchase price of
the Notes to be purchased by such Purchaser hereunder:




(i) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the National Association of Insurance Commissioners (the
“NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any
employee benefit plan together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other employee benefit plans
maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the
same employee organization in the general account do not exceed 10% of the total reserves
and liabilities of the general account (exclusive of separate account liabilities) plus
surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of
domicile; or




(ii) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are
not affected in any manner by the investment performance of the separate account; or




(iii) the Source is either (a) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (b) a bank collective investment fund, within the meaning of the PTE
91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (iii), no employee benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets allocated to such pooled
separate account or collective investment fund; or




(iv) the Source constitutes assets of an “investment fund” (within the meaning of Part
V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager”
or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s
assets that are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an affiliate
(within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the
same employee organization and managed by such QPAM, exceed 20% of the total client assets
managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the
definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in
the Company and (a) the identity of such QPAM and (b) the names of all employee benefit
plans whose assets are included in such investment fund have been disclosed to the Company
in writing pursuant to this clause (iv); or




(v) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of
the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled
by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption)
owns a 5% or more interest in the Company and (a) the identity of such INHAM and (b) the
name(s) of the employee benefit plan(s) whose assets constitute the Source have been
disclosed to the Company in writing pursuant to this clause (v); or




(vi) the Source is a governmental plan; or




(vii) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Company in writing pursuant to this clause (vii); or




(viii) the Source does not include assets of any employee benefit plan, other than a
plan exempt from the coverage of ERISA.



As used in this paragraph 9B, the terms “employee benefit plan,” “governmental plan,” and “separate
account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.



10. DEFINITIONS; ACCOUNTING MATTERS. For the purpose of this Agreement, the terms defined in
paragraphs 10A and 10B (or within the text of any other paragraph) shall have the respective
meanings specified therein and all accounting matters shall be subject to determination as provided
in paragraph 10C.



10A. Yield-Maintenance Terms.



“Called Principal” shall mean, with respect to any Note, the principal of such Note that is to
be prepaid pursuant to paragraph 4B or is declared to be immediately due and payable pursuant to
paragraph 7A, as the context requires.



“Designated Spread” shall mean 0%.



“Discounted Value” shall mean, with respect to the Called Principal of any Note, the amount
obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from
their respective scheduled due dates to the Settlement Date with respect to such Called Principal,
in accordance with accepted financial practice and at a discount factor (as converted to reflect
the periodic basis on which interest on such Note is payable, if payable other than on a
semi-annual basis) equal to the Reinvestment Yield with respect to such Called Principal.



“Reinvestment Yield” shall mean, with respect to the Called Principal of any Note, the
Designated Spread over the yield to maturity implied by (i) the yields reported as of 10:00 a.m.
(New York City local time) on the Business Day next preceding the Settlement Date with respect to
such Called Principal for actively traded U.S. Treasury securities having a maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date on the Treasury Yield
Monitor page of Standard & Poor’s MMS – Treasury Market Insight (or, if S & P shall cease to report
such yields in MMS – Treasury Market Insight or shall cease to be Prudential Capital Group’s
customary source of information for calculating yield-maintenance amounts on privately placed
notes, then such source as is then Prudential Capital Group’s customary source of such
information), or if such yields shall not be reported as of such time or the yields reported as of
such time shall not be ascertainable, (ii) the Treasury Constant Maturity Series yields reported,
for the latest day for which such yields shall have been so reported as of the Business Day next
preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical
Release H.15(519) (or any comparable successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to the Remaining Average Life of such Called Principal
as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a)
converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted
financial practice and (b) interpolating linearly between yields reported for various maturities.
The Reinvestment Yield shall be rounded to that number of decimal places as appears in the coupon
of the applicable Note.



“Remaining Average Life” shall mean, with respect to the Called Principal of any Note, the
number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) each Remaining Scheduled
Payment of such Called Principal (but not of interest thereon) by (b) the number of years
(calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.



“Remaining Scheduled Payments” shall mean, with respect to the Called Principal of any Note,
all payments of such Called Principal and interest thereon that would be due on or after the
Settlement Date with respect to such Called Principal if no payment of such Called Principal were
made prior to its scheduled due date.



“Settlement Date” shall mean, with respect to the Called Principal of any Note, the date on
which such Called Principal is to be prepaid pursuant to paragraph 4B or is declared to be
immediately due and payable pursuant to paragraph 7A, as the context requires.



“Yield-Maintenance Amount” shall mean, with respect to any Note, an amount equal to the
excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i)
such Called Principal plus (ii) interest accrued thereon as of (including interest due on)
the Settlement Date with respect to such Called Principal. The Yield-Maintenance Amount shall in
no event be less than zero.



10B. Other Terms.



“Acceptable Security Interest” in any Property of the Company or any of its Subsidiaries shall
mean 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 Company 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 Bank Obligations on a pari passu basis.



“Acquisition” shall mean any transaction, or any series of related transactions, consummated
on or after the Effective Date, by which the Company 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” shall mean any affirmative or negative covenant or similar restriction
applicable to the Company 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 paragraph 5 or 6 of this Agreement, or related definitions in paragraph 10 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 Credit 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 paragraph 5 or 6 of this Agreement, or
related definitions in paragraph 10 of this Agreement.



“Additional Default” shall mean any default or similar provision applicable to the Company 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 any Company 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 Event of Default contained in paragraph 7 of this
Agreement, or related definitions in paragraph 10 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 Credit 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 Event of Default contained in paragraph
7 of this Agreement, or related definitions in paragraph 10 of this Agreement.



“Adjusted EBITDAR” shall mean EBITDAR as it may be adjusted by the Required Holders in the
reasonable exercise of their 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 Company 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 Company 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 Required Holders
in the reasonable exercise of their sole discretion.



“Affiliate” shall mean any Person directly or indirectly controlling, controlled by, or under
the direct or indirect common control with, the Company. 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.



“Anti-Corruption Laws” is defined in paragraph 8V(d).



“Anti-Money Laundering Laws” is defined in paragraph 8V(d).



“Authorized Officer” shall mean in the case of the Company, its chief executive officer, its
chief financial officer or any other officer of the Company involved principally in the financial
operations of the Company and designated as an “Authorized Officer” of the Company for the purpose
of this Agreement in an Officer’s Certificate executed by the Company ‘s chief executive officer or
chief financial officer and delivered to each holder of any Notes. Any action taken under this
Agreement on behalf of the Company by any individual who on or after the Effective Date shall have
been an Authorized Officer of the Company and whom the holders of the Notes in good faith believe
to be an Authorized Officer of the Company at the time of such action shall be binding on the
Company even though such individual shall have ceased to be an Authorized Officer of the Company.
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 Company and not
in his or her individual capacity; provided, however, that any certificate signed
by an Authorized Officer on behalf of the Company shall be given by such Authorized Officer to the
best of his or her actual personal knowledge.



“Available Liquidity” shall mean, as of any calculation date, the unused portion of revolving
credit commitments available under the Credit Agreement plus net cash on hand of the
Company and its Subsidiaries.



“Bank” shall mean a financial institution party to the Credit Agreement.



“Bank Guaranty Agreement” shall mean (i) the Fourth Restated Guaranty Agreement of SMF, LinkEx
and Saia Metrogo to be executed and delivered by SMF, LinkEx and Saia Metrogo as of the Effective
Date pursuant to the Credit Agreement, 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 Bank
Obligations.



“Bank Obligations” shall mean all Indebtedness, including interest accrued thereon, and all
other liabilities, obligations and indebtedness of the Company and any of its Subsidiaries under
the Credit Agreement and all other Credit Documents.



“Blocked Person” is defined in paragraph 8V(a).



“Business Day” shall mean any day other than (i) a Saturday or a Sunday, and (ii) a day on
which commercial banks in New York City are required or authorized to be closed.



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



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



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



“CISADA” means the Comprehensive Iran Sanctions, Accountability and Divestment Act.



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



“Collateral” shall mean, 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” shall mean Bank of Oklahoma, N.A., in its capacity as collateral agent for
the Banks, the holders of the Notes and the other Secured Parties pursuant to this Agreement and
the Intercreditor Agreement, or any successor collateral agent appointed pursuant to Section 4.9 of
the Intercreditor Agreement.



“Collateral Documents” shall mean 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.



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



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



“Consolidated” and “consolidated” shall mean the consolidation of the accounts of the Company
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 paragraph
8B.



“Contingency Reserve” shall mean 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
Company’s or its Subsidiaries’ businesses, excluding reserves for the Company’s and its
Subsidiaries’ workers’ compensation and bodily injury and property damage programs.



“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the
Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such
parent company and its Controlled Affiliates. As used in this definition, “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise.



“Credit Agreement” shall mean the Fifth Amended and Restated Credit Agreement, dated as of the
Effective Date, among the Company, the lender parties thereto and the Bank of Oklahoma, as agent
for such lenders, as amended or otherwise modified from time to time, and any credit facility
replacing or refinancing such Agreement.



“Credit Documents” shall mean, collectively, the Credit Agreement, the Credit Agreement
Guaranty, the promissory notes and letters of credit (and the application and/or reimbursement
agreement executed by the Company in connection with the issuance of same) issued pursuant to the
Credit Agreement, and any and all other instruments executed or delivered by the Company and its
Subsidiaries in connection with the foregoing, together with all amendments, substitutions,
renewals and extensions thereof.



“Credit Agreement Guaranty” shall mean any guaranty agreement or other instrument at any time
executed and delivered by a Guarantor to guarantee payment and performance of any of the Bank
Obligations.



“Credit Parties” shall mean the Company and each Guarantor.



“Debtor Relief Laws” shall mean (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 Rate” shall mean, for any Series of Notes at any time upon the occurrence of an Event
of Default and until such Event of Default has been cured or waived in writing, a rate of interest
per annum from time to time equal to the lesser of (i) the maximum rate permitted by applicable law
and (ii) the greater of (a) 2% over the stated interest rate for such Series of Notes and (b) 2%
over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York
from time to time as its “base” or “prime” rate.



“EBITDAR” shall mean, 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 Company 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 6D, 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 Company 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 (ii) any interest of the Company or any Subsidiary in the undistributed earnings (but not
losses) of any Person which is not a Subsidiary of the Company, which in the aggregate will be
deducted only to the extent they are positive, adjusted for minority interests in Subsidiaries.



“Effective Date” shall mean March 6, 2015.



“Environmental and Safety Laws” shall mean 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. Section 1801 et. seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Section 7401 et. seq.), the Clean Air Act (42 U.S.C.
Section 401 et. seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et. seq.), the
Occupational Safety and Health Act (29 U.S.C. Section 651 et. seq.) and the Emergency Planning and
Community Right-To-Know Act (42 U.S.C. Section 11001 et. seq.), each as the same may be amended and
supplemented.



“Equity Interests” shall mean, 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” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations and published interpretations thereof.



“Event of Default” shall mean any of the events or circumstances specified in paragraph 7A,
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, and
“Default” shall mean any of such events, whether or not any such requirement has been satisfied.



“Excepted Liens” shall mean the following Liens against Properties of the Company 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 Company
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 Company 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 paragraph 7A(iii).



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



"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 Company, any Swap Obligation of any Guarantor if, and
to the extent that, all or a portion of the liability of the Company with respect to, or the grant
of the Company 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 Company’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 any “keepwell, support or other agreement” for the
benefit of such Guarantor or the Company), at the time the guarantee of such Guarantor, liability
of the Company, or grant of such security interest by the Company 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 Subsidiaries” shall mean each of SCS, SMF, LinkEx and Saia Metrogo.



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



“GAAP” shall have the meaning set forth in paragraph 10C.



“Governmental Authority” means




	 	(a)	 	the government of






(i) the United States of America or any state or other political subdivision thereof,
or




(ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any
part of its business, or which asserts jurisdiction over any properties of the Company or
any Subsidiary, or



(b) any entity exercising executive, legislative, judicial, regulatory or administrative
functions of, or pertaining to, any such government.



“Governmental Official” means any governmental official or employee, employee of any
government-owned or government-controlled entity, political party, any official of a political
party, candidate for political office, official of any public international organization or anyone
else acting in an official capacity.



"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.



“Guarantors” shall mean (i) SMF, LinkEx and Saia Metrogo, (ii) any other Subsidiary hereafter
formed or acquired by the Company, and (iii) any other Person that becomes a guarantor of all or a
portion of the Obligations.



“Guaranty Agreement” shall mean (i) the Second Amended and Restated Guaranty Agreement, in
substantially the form of Exhibit C hereto, executed and delivered by SMF, LinkEx and Saia
Metrogo as of the Effective Date, 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.



“Hazardous Materials” shall mean (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.



“Hostile Tender Offer” shall mean, with respect to the use of proceeds of any Note, any offer
to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in
any other entity, or securities convertible into or representing the beneficial ownership of, or
rights to acquire, any such shares or equity interests, if such shares, 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 shares, equity interests, securities or
rights representing less than 5% of the equity interests or beneficial ownership of such
corporation or other entity for portfolio investment purposes, and such offer or purchase has not
been duly approved by the board of directors of such corporation or the equivalent governing body
of such other entity.



“including” shall mean, unless the context clearly requires otherwise, “including without
limitation.”



“Indebtedness” shall mean with respect to any Person without duplication, (1) indebtedness or
liability for borrowed money; (2) obligations evidenced by bonds, debentures, notes, or other
similar instruments; (3) 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); (4) redemption obligations in respect of mandatorily redeemable
Preferred Stock; (5) obligations as lessee under Capital Leases; (6) the amount of unfunded benefit
liabilities (as defined in section 4001(a)(18) of ERISA); (7) obligations under acceptance
facilities; (8) obligations under sale/leaseback transactions; (9) Swap Obligations; (10)
obligations secured by any Liens (other than Excepted Liens), whether or not the obligations have
been assumed; and (11) Guarantee Obligations with respect to liabilities of a type described in any
of clauses (1) through (10) above.



“INHAM Exemption” shall have the meaning set forth in paragraph 9B.



“Intercreditor Agreement” shall mean the Intercreditor and Collateral Agency Agreement, dated
as of June 26, 2009, by and among the Purchasers, the lenders from time to time parties to the
Credit Agreement, Bank of Oklahoma, N.A., in its capacity as administrative agent for such lenders,
and the Collateral Agent, as amended or modified from time to time.



“Interest Expense” shall mean, 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.



“Leverage Ratio” shall mean, as of the last day of any completed fiscal quarter of the
Company, 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.



“Lien” shall mean 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.



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



“Mortgage” shall mean, as to each Mortgaged Property, a real estate mortgage, deed of trust or
other instrument to be executed by the Company 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 Bank
Obligations.



“Mortgaged Properties” shall mean (i) the terminal facilities located on the tract or tracts
of land more particularly described on Schedule 5N 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” shall mean any Plan which is a “multiemployer plan” (as such term is
defined in section 4001(a)(3) of ERISA).



“NAIC Annual Statement” shall have the meaning set forth in paragraph 9B.



“Net Cash Flow” shall mean Adjusted EBITDAR less the sum of Rental Expense, cash taxes,
Unfinanced Capital Expenditures, dividends and distributions paid by the Company and treasury stock
purchases (to the extent permitted by paragraph 6N).



“Net Income” shall mean, for any period of determination, with respect to the Company 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.



“Note Documents” shall mean this Agreement, the Notes, the Guaranty Agreement, the Collateral
Documents, the Intercreditor Agreement, and all other instruments, certificates, documents and
other writings now or hereafter executed and delivered by the Company, any Subsidiary of the
Company or any other Person pursuant to or in connection with any of the foregoing or any of the
transactions contemplated thereby, and any and all amendments, restatements supplements and other
modifications to any of the foregoing.



“Notes” shall have the meaning specified in paragraph 1.



“Obligations” shall mean 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 Company or any Subsidiary to the holders of the Notes arising under or evidenced by this
Agreement, the Notes and the other Note Documents, including principal, interest (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 holders
of the Notes, as against the Company or any other Person, to collect such interest),
Yield-Maintenance Amount, indemnification and all administrative fees, legal fees and other fees
and expenses payable to the holders as set forth in this Agreement and the other Note Documents.



“OFAC” is defined in paragraph 8V(a).



“OFAC Listed Person” is defined in paragraph 8V(a).



“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for
administering and enforcing. A list of OFAC Sanctions Programs may be found at
http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.



“Officer’s Certificate” shall mean a certificate signed in the name of the Company by an
Authorized Officer of the Company.



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



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



“Permitted Acquisition” shall mean an Acquisition permitted under paragraph 6D(xi).



“Permitted Liens” shall mean those Liens described in subsections (i) through (v) of paragraph
6B.



“Person” shall mean 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” shall mean all of the following items and types of personal
property of the Company 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 Company in its Subsidiaries.



“Plan” shall mean any employee pension benefit plan (as such term is defined in section 3 of
ERISA) which is or has been established or maintained, or to which contributions are or have been
made, by the Company or any Commonly Controlled Entity.



“Preferred Stock” shall mean 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.



“Property” shall mean 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 Company or any
Subsidiary.



“Prudential” shall mean The Prudential Insurance Company of America.



“Prudential Affiliate” shall mean (a) any corporation or other entity controlling, controlled
by, or under common control with, Prudential, or (b) any managed account or investment fund which
is managed by Prudential or a Prudential Affiliate described in clause (a) of this definition.
For purposes of this definition, the terms “control”, “controlling” and “controlled” shall mean the
ownership, directly or through subsidiaries, of a majority of a corporation’s or other entity’s
voting stock or equivalent voting securities or interests.



“Purchasers” shall have the meaning assigned to such term in the initial paragraph of this
Agreement.



“QPAM Exemption” shall have the meaning set forth in paragraph 9B.



“Qualified ECP Guarantor” means, in respect of any Swap Obligation, the Company 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.



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



“Rental Expense” shall mean 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 Company 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” shall mean 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.



“Required Holders” shall mean the holder or holders of at least 51% of the aggregate principal
amount of the Notes outstanding at such time.



“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 Company 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.



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



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



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



“Secured Parties” shall mean (i) all holders of the Notes, (ii) all other Persons from time to
time holding any of the Obligations or a participation therein, (iii) the administrative agent
under the Credit Agreement, (iv) all Persons from time to time holding any of the Bank Obligations
or a participation therein, including any counterparty to a Specified Swap Agreement or a Treasury
Management Agreement and (v) the beneficiaries of each indemnification obligation undertaken by the
Company under any Note Document or any Credit Document.



“Securities Act” shall mean the Securities Act of 1933, as amended.



“Security Agreement” shall mean the Second Amended and Restated Security Agreement, dated as
of the Effective Date, by and among the Company and each of the Existing Subsidiaries (other than
SCS) and the Collateral Agent.



“Series” shall have the meaning specified in paragraph 1.



“Series B Note(s)” shall have the meaning specified in paragraph 1.



“Series C Note(s)” shall have the meaning specified in paragraph 1.



“Shareholder” shall mean 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 Company which by the terms thereof
have ordinary voting power under ordinary circumstances to elect a majority of the board of
directors of the Company.



“Significant Holder” shall mean (i) Prudential, so long as Prudential or any Prudential
Affiliate shall hold (or be committed under this Agreement to purchase) any Note or (ii) any other
holder of at least 5% of the aggregate principal amount of the Notes from time to time outstanding.



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



“Solvent” shall mean, 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 Company 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 Company, by notice to the administrative agent
under the Credit Agreement not later than 15 days after the later of (i) the Effective Date and
(ii) the execution and delivery by the Company or any Guarantor of such Swap Agreement (or such
later date agreed by such Bank and the Company, 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 shall mean 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 Company.



"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.



“Tangible Assets” shall mean the consolidated assets of the Company 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.



“Total Consolidated Indebtedness” shall mean, as of any calculation date, the Consolidated
Indebtedness of the Company 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.



“Total Debt Service” shall mean for any period the sum of (i) Interest Expense (whether or not
scheduled interest payments are prepaid), (ii) scheduled principal payments on long-term debt
(whether or not scheduled principal payments are prepaid) and (iii) Capital Lease payments.



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



“Transferee” shall mean any direct or indirect transferee of all or any part of any Note
purchased by any Purchaser under this Agreement.



"Treasury Management Agreement” means any agreement governing the provision of treasury or
cash management services by any depository or financial institution to the Company 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” shall mean 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 Company and its Subsidiaries which are not funded with borrowed money.



“USA Patriot Act” shall mean 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.



“U.S. Economic Sanctions” is defined in paragraph 8V(a).



“Wholly Owned Subsidiary” shall mean, with respect to the Company, 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 Company 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 Company or a Wholly Owned Subsidiary) to acquire any Equity Interests in such
Subsidiary.



10C. Accounting Principles, Terms and Determinations. References in this Agreement to “GAAP”
shall be deemed to refer to generally accepted accounting principles in effect in the United
States. 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 referred to in clause (i) of paragraph 8B. 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 Company shall provide to the holders of
the Notes a reconciliation between such ratio or calculation made before and after giving effect to
such Accounting Change. For purposes of this paragraph 10C, an “Accounting Change” means
(A) any change in accounting principles required by GAAP and implemented by the Company, (B) any
change in accounting principles recommended by the Company’s independent accountants; and (C) any
change in carrying value of the Company’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 paragraph 8B. 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 paragraph 6A, any election by the Company 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.



10D. 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.



10E. 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; and (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).



11. MISCELLANEOUS.



11A. Note Payments. The Company agrees that, so long as any Purchaser shall hold any Note, it
will make payments of principal of, interest on, and any Yield-Maintenance Amount payable with
respect to, such Note, which comply with the terms of this Agreement, by wire transfer of
immediately available funds for credit (not later than 12:00 noon, New York City local time, on the
date due) to (i) the account or accounts of such Purchaser, if any, as are specified in the
Purchaser Schedule attached hereto, or (ii) such account or accounts in the United States as such
Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein
or in any Note with respect to the place of payment. Each Purchaser agrees that, before disposing
of any Note, it will make a notation thereon (or on a schedule attached thereto) of all principal
payments previously made thereon and of the date to which interest thereon has been paid. The
Company agrees to afford the benefits of this paragraph 11A to any Transferee which shall have made
the same agreement as the Purchasers have made in this paragraph 11A. No holder shall be required
to present or surrender any Note or make any notation thereon, except that upon written request of
the Company made concurrently with or reasonably promptly after payment or prepayment in full of
any Note, the applicable holder shall surrender such Note for cancellation, reasonably promptly
after any such request, to the Company at its principal executive office.



11B. Expenses. The Company agrees, whether or not the transactions contemplated hereby shall
be consummated, to pay, and save Prudential, each Purchaser and any Transferee harmless against
liability for the payment of, all out-of-pocket expenses arising in connection with such
transactions, including:




(i) (A) all stamp and documentary taxes and similar charges, (B) costs of obtaining a
private placement number from S&P for the Notes and (C) fees and expenses of brokers,
agents, dealers, investment banks or other intermediaries or placement agents, in each case
as a result of the execution and delivery of this Agreement or the issuance of the Notes;




(ii) document production and duplication charges and the reasonable fees and expenses
of any special counsel engaged by Prudential or such Purchaser or such Transferee (other
than any fees or expenses of such Purchaser or Transferee in connection with the transfer of
any Note) in connection with (A) this Agreement and the transactions contemplated hereby and
(B) any subsequent proposed waiver, amendment or modification of, or proposed consent under,
this Agreement, whether or not such the proposed action shall be effected or granted;




(iii) the costs and expenses, including financial advisory fees and reasonable
attorneys’ fees, incurred by Prudential or such Purchaser or such Transferee in enforcing
(or determining whether or how to enforce) any rights under this Agreement or the Notes or
in responding to any subpoena or other legal process or informal investigative demand issued
in connection with this Agreement or the transactions contemplated hereby or by reason of
Prudential or such Purchaser’s or such Transferee’s having acquired any Note, including
without limitation costs and expenses incurred in any workout, restructuring or
renegotiation proceeding or bankruptcy case;




(iv) the costs and expenses, including the fees and charges of the Vehicle Title
Service Company, 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 Prudential or such Purchaser or such Transferee in
connection with administering the Collateral; and




(iv) any judgment, liability, claim, order, decree, cost, fee, expense, action or
obligation resulting from the consummation of the transactions contemplated hereby,
including the use of the proceeds of the Notes by the Company.



The Company will promptly pay or reimburse each Purchaser or holder of a Note (upon demand, in
accordance with each such Purchaser’s or holder’s written instructions) for all fees and costs paid
or payable by such Purchaser or holder to the SVO in connection with the initial filing of this
Agreement and all related documents and financial information, and all subsequent annual and
interim filings of documents and financial information related to this Agreement, with the SVO or
any successor organization acceding to the authority thereof.



The Company shall indemnify each holder of the Notes and each of its Related Parties (each
such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, penalties, 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, the Notes, the other Note Documents, or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective obligations hereunder
or under the Notes, the other Note Documents, or the consummation of the transactions contemplated
hereby or thereby, (ii) any Notes or the use of the proceeds thereof, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or operated by the Company
or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any
of its Subsidiaries, or (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,
whether brought by a third party or by the Company or any of the Company’s directors, shareholders
or creditors, 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 gross negligence or
willful misconduct of such Indemnitee.



The obligations of the Company under this paragraph 11B shall survive the transfer of any Note
or portion thereof or interest therein by any Purchaser or Transferee and the payment of any Note.



11C. Consent to Amendments. This Agreement may be amended, and the Company may take any
action herein prohibited, or omit to perform any act herein required to be performed by it, if the
Company shall obtain the written consent to such amendment, action or omission to act, of the
Required Holders except that, (i) with the written consent of the holders of all
Notes of a particular Series, and if an Event of Default shall have occurred and be continuing, of
the holders of all Notes of all Series, at the time outstanding (and not without such written
consents), the Notes of such Series may be amended or the provisions thereof waived to change the
maturity thereof, to change or affect the principal thereof, or to change or affect the time of
payment of, or increase the rate of, interest on or any Yield-Maintenance Amount payable with
respect to the Notes of such Series, and (ii) without the written consent of the holder or
holders of all Notes at the time outstanding, (A) no amendment to or waiver of the provisions of
this Agreement shall change or affect the provisions of paragraph 7A or this paragraph 11C insofar
as such provisions relate to proportions of the principal amount of the Notes of any Series, or the
rights of any individual holder of Notes, required with respect to any declaration of Notes to be
due and payable or with respect to any consent, amendment, waiver or declaration, and (B) all or
substantially all of the Collateral securing the Obligations may not be released or subordinated.
Each holder of any Note at the time or thereafter outstanding shall be bound by any consent
authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such
consent, but any Notes issued thereafter may bear a notation referring to any such consent. No
course of dealing between the Company and the holder of any Note nor any delay in exercising any
rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such
Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean
this Agreement as it may from time to time be amended or supplemented.



11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes. The Notes are issuable
as registered notes without coupons in denominations of at least $100,000, except as may be
necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep
at its principal office a register in which the Company shall provide for the registration of Notes
and of transfers of Notes. Upon surrender for registration of transfer of any Note at the
principal office of the Company, the Company shall, at its expense, and within five Business Days
of receipt of such Notes, execute and deliver one or more new Notes of like tenor and of a like
aggregate principal amount, registered in the name of such transferee or transferees. At the
option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of
any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to
be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for
exchange, the Company shall, at its expense, and within five Business Days of receipt of such
Notes, execute and deliver the Notes which the holder making the exchange is entitled to receive.
Each installment of principal payable on each installment date upon each new Note issued upon any
such transfer or exchange shall be in the same proportion to the unpaid principal amount of such
new Note as the installment of principal payable on such date on the Note surrendered for
registration of transfer or exchange bore to the unpaid principal amount of such Note. No
reference need be made in any such new Note to any installment or installments of principal
previously due and paid upon the Note surrendered for registration of transfer or exchange. Every
Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer duly executed, by the holder of such Note or such holder’s
attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon
transfer thereof shall carry the rights to unpaid interest and interest to accrue which were
carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall
result from any such transfer or exchange. Upon receipt of written notice from the holder of any
Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss,
theft or destruction, upon receipt of such holder’s unsecured indemnity agreement, or in the case
of any such mutilation upon surrender and cancellation of such Note, the Company will make and
deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.



11E. Persons Deemed Owners; Participations. Prior to due presentment for registration of
transfer, the Company may treat the Person in whose name any Note is registered as the owner and
holder of such Note for the purpose of receiving payment of principal of and interest on, and any
Yield-Maintenance Amount payable with respect to, such Note and for all other purposes whatsoever,
whether or not such Note shall be overdue, and the Company shall not be affected by notice to the
contrary. Subject to the preceding sentence, the holder of any Note may from time to time grant
participations in all or any part of such Note to any Person on such terms and conditions as may be
determined by such holder in its sole and absolute discretion.



11F. Survival of Representations and Warranties; Entire Agreement. All representations and
warranties contained herein or made in writing by or on behalf of the Company in connection
herewith shall survive the execution and delivery of this Agreement and the Notes, the transfer by
any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and
may be relied upon by any Transferee, regardless of any investigation made at any time by or on
behalf of any Purchaser or any Transferee. Subject to the preceding sentence, this Agreement, the
other Note Documents and each confirmation of acceptance issued with each Series of Notes, embody
the entire agreement and understanding between the parties hereto with respect to the subject
matter hereof and supersede all prior agreements and understandings relating to such subject
matter.



11G. Successors and Assigns. All covenants and other agreements in this Agreement contained
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto (including, without limitation, any Transferee)
whether so expressed or not. Each Purchaser and each Transferee hereby agree that upon becoming a
holder of any Note it shall become, without any further action on the part of such Person or the
parties to the Intercreditor Agreement, a party to the Intercreditor Agreement and the terms of the
Intercreditor Agreement shall bind and inure to the benefit of such Person.



11H. Independence of Covenants. All covenants hereunder shall be given independent effect so
that if a particular action or condition is prohibited by any one of such covenants, the fact that
it would be permitted by an exception to, or otherwise be in compliance within the limitations of,
another covenant shall not avoid the occurrence of a Default or Event of Default if such action is
taken or such condition exists.



11I. Notices. All written communications provided for hereunder (other than communications
provided for under paragraph 2) shall be sent by first class mail or nationwide overnight delivery
service (with charges prepaid) and (i) if to Prudential or any Purchaser, addressed as specified
for such communications in the Purchaser Schedule attached hereto or at such other address as
Prudential or any such Purchaser shall have specified to the Company in writing, (ii) if to any
other holder of any Note, addressed to it at such address as it shall have specified in writing to
the Company, or, if any such holder shall not have so specified an address, then addressed to such
holder in care of the last holder of such Note which shall have so specified an address to the
Company and (iii) if to the Company, addressed to it at 11465 Johns Creek Parkway, Johns Creek, GA
30097; provided, however, that any such communication to the Company may also, at
the option of the Person sending such communication, be delivered by any other means either to the
Company at its address specified above or to any Authorized Officer of the Company. Any
communication pursuant to paragraph 2 shall be made by the method specified for such communication
in paragraph 2, and shall be effective to create any rights or obligations under this Agreement
only if, in the case of a telephone communication, an Authorized Officer of the party conveying the
information and of the party receiving the information are parties to the telephone call, and in
the case of a telecopier communication, the communication is signed by an Authorized Officer of the
party conveying the information, addressed to the attention of an Authorized Officer of the party
receiving the information, and in fact received at the telecopier terminal the number of which is
listed for the party receiving the communication in the Purchaser Schedule or at such other
telecopier terminal as the party receiving the information shall have specified in writing to the
party sending such information.



11J. Payments due on Non-Business Days. Anything in this Agreement or the Notes to the
contrary notwithstanding, any payment of principal of or interest on, or Yield-Maintenance Amount
payable with respect to, any Note that is due on a date other than a Business Day shall be made on
the next succeeding Business Day without including the additional days elapsed in the computation
of the interest payable on such next succeeding Business Day; provided that if the maturity
date of any Note is a date other than a Business Day, then and in such event payment shall be made
on the next succeeding Business Day, but shall include the additional days elapsed in the
computation of interest payable on such next succeeding Business Day.



11K. Severability. Any provision of this Agreement 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 hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.



11L. Descriptive Headings. The descriptive headings of the several paragraphs of this
Agreement are inserted for convenience only and do not constitute a part of this Agreement.



11M. Satisfaction Requirement. If any agreement, certificate or other writing, or any action
taken or to be taken, is by the terms of this Agreement required to be satisfactory to Prudential,
any Purchaser, to any holder of Notes or to the Required Holders, the determination of such
satisfaction shall be made by Prudential, such Purchaser, such holder or the Required Holders, as
the case may be, in the sole and exclusive judgment (exercised in good faith) of the Person or
Persons making such determination.



11N. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.



11O. Severalty of Obligations. The sales of Notes to the Purchasers are to be several sales,
and the obligations of Prudential and the Purchasers under this Agreement are several obligations.
No failure by Prudential or any Purchaser to perform its obligations under this Agreement shall
relieve any other Purchaser or the Company of any of its obligations hereunder, and neither
Prudential nor any Purchaser shall be responsible for the obligations of, or any action taken or
omitted by, any other such Person hereunder.



11P. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one instrument.



11Q. Binding Agreement. When this Agreement is executed and delivered by the Company and the
Purchasers, it shall become a binding agreement between the Company, the Purchasers, and their
successors and assigns.



11R. Waiver of Jury Trial; Consent to Jurisdiction.



(i) THE COMPANY, PRUDENTIAL AND EACH HOLDER OF NOTES HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OF ANY CLAIM WHICH
IS BASED HEREON, OR ARISES OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR THE
OTHER NOTE DOCUMENTS, OR ANY TRANSACTIONS RELATING HERETO OR THERETO, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE COMPANY, PRUDENTIAL OR
THE HOLDERS OF THE NOTES. THE COMPANY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR PRUDENTIAL AND EACH PURCHASER TO BECOME A PARTY TO THIS AGREEMENT AND TO PURCHASE NOTES
HEREUNDER.



(ii) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, THE NOTES, THE OTHER NOTE
DOCUMENTS OR ANY TRANSACTIONS RELATING HERETO OR THERETO, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE COMPANY, PRUDENTIAL OR THE HOLDERS
OF NOTES MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES OF AMERICA FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND THE COMPANY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
THE COMPANY, PRUDENTIAL AND EACH HOLDER OF NOTES HEREBY IRREVOCABLY WAIVES ANY OBJECTIONS,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR
PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.



(iii) The Company hereby agrees that process may be served on it by certified mail, return
receipt requested, to the addresses pertaining to it as specified in paragraph 11I or on
Corporation Service Company, located at 80 State Street, Albany, NY 12207, and hereby appoints
Corporation Service Company as its agent to receive such service of process. Any and all service
of process and any other notice in any such action, suit or proceeding shall be effective against
the Company if given by registered or certified mail, return receipt requested, or by any other
means or mail which requires a signed receipt, postage prepaid, mailed as provided above. In the
event Corporation Service Company shall not be able to accept service of process as aforesaid and
if the Company shall not maintain an office in New York City, the Company shall promptly appoint
and maintain an agent qualified to act as an agent for service of process with respect to the
courts specified in paragraph 11R(ii), and acceptable to the Required Holders, as the Company’s
authorized agent to accept and acknowledge on the Company’s behalf service of any and all process
which may be served in any such action, suit or proceeding.



11S. Confidential Information. For the purposes of this paragraph 11S, “Confidential
Information” means information delivered to Prudential or any Purchaser by or on behalf of the
Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant
to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise
adequately identified when received by Prudential or such Purchaser as being confidential
information of the Company or such Subsidiary, provided that such term does not include
information that (a) was publicly known or otherwise known to Prudential or such Purchaser prior to
the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by
Prudential or such Purchaser or any person acting on behalf of Prudential or such Purchaser,
(c) otherwise becomes known to Prudential or such Purchaser other than through disclosure by the
Company or any Subsidiary or (d) constitutes financial statements delivered to Prudential or such
Purchaser under paragraph 5A that are otherwise publicly available. Prudential and each Purchaser
will maintain the confidentiality of such Confidential Information in accordance with procedures
adopted by Prudential or such Purchaser in good faith to protect confidential information of third
parties delivered to Prudential or such Purchaser, provided that Prudential or such
Purchaser may deliver or disclose Confidential Information to (i) its directors, officers,
employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by its Notes), (ii) its financial advisors and
other professional advisors who agree to hold confidential the Confidential Information
substantially in accordance with the terms of this paragraph 11S, (iii) any other holder of any
Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part
thereof or any participation therein (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by the provisions of this paragraph 11S), (v) any Person
from which Prudential or such Purchaser offers to purchase any security of the Company (if such
Person has agreed in writing prior to its receipt of such Confidential Information to be bound by
the provisions of this paragraph 11S), (vi) any federal or state regulatory authority having
jurisdiction over Prudential or such Purchaser, (vii) the National Association of Insurance
Commissioners or any similar organization, or any nationally recognized rating agency that requires
access to information about the investment portfolio of Prudential or such Purchaser or (viii) any
other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect
compliance with any law, rule, regulation or order applicable to Prudential or such Purchaser,
(x) in response to any subpoena or other legal process, (y) in connection with any litigation to
which Prudential or such Purchaser is a party or (z) if an Event of Default has occurred and is
continuing, to the extent Prudential or such Purchaser may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the protection of the rights
and remedies under its Notes or this Agreement. Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this
paragraph 11S as though it were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to be delivered to
such holder under this Agreement or requested by such holder (other than a holder that is a party
to this Agreement or its nominee), such holder will enter into an agreement with the Company
embodying the provisions of this paragraph 11S.



11T. Transaction References. The Company agrees that Prudential may (i) refer to its role in
connection with the purchase of the Notes from the Company, as well as the identity of the Company
and the aggregate principal amount and issue date of the Notes, on its internet site or in
marketing materials, press releases, published “tombstone” announcements or any other print or
electronic medium and (ii) display the Company’s corporate logo in conjunction with any such
reference.



If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed
counterpart of this letter and return the same to the Company, whereupon this letter shall become a
binding agreement between the Company and you.



Very truly yours,



SAIA, INC.



By:       /s/ Frederick J. Holzgrefe, III      

Title:




The foregoing Agreement is hereby accepted


as of the date first above written.



Prudential Investment Management, Inc.



By:       /s/ Ashley Dexter      

Vice President




The Prudential Insurance Company of America



By:       /s/ Ashley Dexter      

Vice President



Pruco Life Insurance Company Of New Jersey



By:       /s/ Ashley Dexter      

Vice President




Prudential Retirement Insurance And Annuity Company



	 	 	 
	By:
	 	Prudential Investment Management, Inc.,

as investment manager







By:       /s/ Ashley Dexter      

Vice President




United Of Omaha Life Insurance Company



	 	 	 	 	 
	By:	 	Prudential Private Placement Investors, L.P. (as Investment Advisor)
	By:

	 	Prudential Private Placement
	 	Investors, Inc. (as its General Partner)






By:       /s/ Ashley Dexter      

Vice President




Universal Prudential Arizona Reinsurance Company



By: Prudential Investment Management, Inc., as investment manager



By:       /s/ Ashley Dexter      

Vice President




Zurich American Insurance Company



	 	 	 	 	 
	By:	 	Prudential Private Placement Investors, L.P. (as Investment Advisor)
	By:

	 	Prudential Private Placement
	 	Investors, Inc. (as its General Partner)






By:       /s/ Ashley Dexter      

Vice President