**Exhibit 10.1**

**THIRD**

**AMENDED AND RESTATED**

**CREDIT AGREEMENT**

**among**

**ALFA CORPORATION and certain of its affiliates,**

**as Borrowers,**

**AMSOUTH BANK,**

**as Lead Arranger and Administrative Agent**

**AND**

**KEYBANK NATIONAL ASSOCIATION,**

**asSyndication Agent**

**AND**

**SOUTHTRUST BANK**

**As Documentation Agent**

**AND**

**SUNTRUST BANK,**

**as Syndication Agent**

**AND**

**THE SEVERAL LENDERS FROM**

**TIME TOTIME PARTY HERETO**

**$300,000,000 Revolving Credit Facility**

**Dated May 23, 2003**

**THIRD AMENDED AND RESTATED**

**CREDIT AGREEMENT**

**THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT**(“this Agreement”) is entered into as of the 23rd day of May, 2003, by and among **ALFA CORPORATION**,a Delaware corporation (“ALFA”), **ALFA FINANCIAL CORPORATION**, an Alabama corporation (“Financial”), **ALFA LIFE INSURANCE CORPORATION**, an Alabama corporation (“Life”), **ALFA INSURANCE CORP.**, an Alabamacorporation (“AIC”), **ALFA GENERAL INSURANCE CORP.**, an Alabama corporation (“General”; ALFA, Financial, Life, AIC and General are sometimes together referred to as the “Initial Participating Entities”; ALFA andthe Initial Participating Entities, together with all entities that hereafter become Participating Entities, being hereafter sometimes together referred to as the “Borrowers”); **AMSOUTH BANK**, an Alabama banking corporation(“AmSouth”), and the various lenders identified on the signature pages hereto (collectively, with all other persons that may from time to time hereafter become Lenders hereunder by execution of an Assignment and Acceptance, the“Lenders”); and **AMSOUTH BANK**, in its capacity as Agent for Lenders (“Agent”). 

**RECITALS**

**WHEREAS**, the Borrowers and certain of the Lenders (the “Original Lenders”) and AmSouth Bank, as Agent for the Original Lenders haveheretofore entered into a Second Amended and Restated Credit Agreement dated as of May 28, 2002 (the “Original Credit Agreement”) pursuant to which the Original Lenders agreed to make available to the Borrowers a credit facility inthe maximum principal amount of $220,000,000. 

**WHEREAS**, the Borrowers and the Lenders wish to further amend and restate the OriginalCredit Agreement in its entirety, as hereinafter set forth, for the purposes, among others, of (i) increasing the revolving credit facility from $220,000,000 to $300,000,000 (the “Revolving Credit Facility”) the proceeds of which areto be used by the Borrowers for general corporate purposes, including seasonal working capital, acquisitions, share repurchases, a commercial paper back up line and support for a variable rate demand note program and (ii) adding new Lenders.

**WHEREAS**, the Lenders are willing to make the Revolving Credit Facility available to the Borrowers only if, among other things, theBorrowers enter into this Agreement and the other Credit Documents (as hereinafter defined). 

**NOW, THEREFORE**, in consideration ofthe foregoing Recitals, and to induce the Lenders to make the Revolving Credit Facility available, the Original Credit Agreement is hereby further amended and restated in its entirety as follows: 

**I. DEFINITIONS**

1.1 Terms Defined in this Agreement. As used below in this Agreement, the following capitalized terms shall have the following meanings, unless the context expressly requires otherwise: 

**“Absolute Rate”** shall have the meaning assigned to such term in Section 2.1(c)(ii)(C) hereof. 

**“Absolute Rate Auction”** means a solicitation of Competitive Bid Quotes setting forth Absolute Rates pursuant to Section 2.1 hereof.

**“Absolute Rate Loans”** means the Competitive Bid Loans on which the interest rates are determined on the basis of AbsoluteRates set at Absolute Rate Auctions. 

“**Affiliate**” means, with respect to any Person, another Person that, directly orindirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. 

“**Agent**” means AmSouth, in its capacity as described in Article IX of this Agreement, its lawful corporate successors and any successor agent appointed pursuant to Article IX hereof. 

“**Agreement**” means this Credit Agreement (including all schedules and exhibits hereto), as originally in effect on the Closing Date andas thereafter from time to time amended, supplemented, restated or otherwise modified and in effect on such date. 

“**AmSouth**” means AmSouth Bank, an Alabama banking corporation, as a Lender and its successors and assigns. 

“**Applicable Facility Fee Margin**” means a per annum rate equal to .1% (10 basis points) at all times when the Obligations outstanding hereunder are less than $75,000,000 and (ii) .25% (25 basis points) at all times whenthe Obligations outstanding hereunder are equal to or greater than $75,000,000. 

“**Applicable LIBO Rate Margin**” means a perannum rate equal to .5% (50 basis points). 

“**Asset Disposition**” means any sale, assignment, transfer or other dispositionby any of the Borrowers or any of their Subsidiaries to any other Person of any of its assets, business units or other properties (including any interests in property, and including ownership interests in Subsidiaries), excluding sales of inventoryin the ordinary course of business. 

“**Assignment and Acceptance**” means an Assignment and Acceptance in the form ofSchedule 10.11 (with blanks appropriately completed) delivered in connection with an assignment of a portion of a Lender’s interest under this Agreement pursuant to Section 10.11. 

 

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“**Assumption Agreement**” has the meaning attributed to that term in Section 1.3.6.

“**Banking Day**” means a Business Day, subject to the following additional convention. As to notices or payments received byAgent on a Business Day at or before 10:00 a.m. Montgomery, Alabama time, the Banking Day shall correspond to the Business Day of receipt. As to notices or payments received by Agent on a Business Day after 10:00 a.m. Montgomery, Alabama time, theBanking Day of receipt shall be deemed to be the next following Business Day. 

“**Bankruptcy Code**” means Title I of theBankruptcy Reform Act of 1978, as it may be amended from time to time. 

“**Best of Borrowers’ Knowledge**” means theactual knowledge, information and belief of the Chairman, Chief Executive Officer, Chief Financial Officer, and General Counsel of Borrowers, with no duty of inquiry. 

“**Borrowers**” has the meaning attributed to that term in the preamble to this Agreement. 

“**Borrowing Notice**” has the meaning assigned in Section 2.7.1(b) hereof. 

**“Business Day”**means any day on which Agent is open for the conduct of ordinary business; provided however, that when used in connection with determining the LIBO Rate, the term “Business Day” shall exclude any day on which banks are not open fordealings in U.S. Dollar deposits in the London Interbank Market. 

“**Capital Lease**” means a lease that would becharacterized as a financed sale or purchase under GAAP. 

“**Change of Control**” means the occurrence, after the ClosingDate, of (i) any Person or two or more Persons acting in concert acquiring beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended), directly orindirectly, of securities of ALFA (or other securities convertible into such securities) representing 20% or more (excluding the ownership of ALFA by the Mutual Companies) of the combined voting power of all securities thereof entitled to vote inthe election of directors; or (ii) during any period of up to 12 consecutive months, commencing after the Closing Date, individuals who at the beginning of such 12-month period were directors of ALFA ceasing for any reason to constitute amajority of the Board of Directors thereof unless the Persons replacing such individuals were nominated by the Board of Directors of ALFA; or (iii) any Person or two or more Persons acting in concert acquiring by contract or otherwise, orentering into a contract or arrangement which upon consummation will result in its acquisition of, or control over, securities of ALFA (or other securities convertible into such securities) representing 20% or more (excluding the ownership of ALFAby the Mutual Companies) of the combined voting power of all securities of ALFA entitled to vote in the election of directors. 

**“Class”** shall have the meaning assigned to such term in Section 1.2.6 hereof. 

 

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“**Closing Date**” means May 23, 2003. 

“**Commitment**” means, for any Lender, such Lender’s Revolving Credit Commitment. 

“**Committed Note**” means the promissory notes of the Borrowers in substantially the form of Schedule 2.5, executed and delivered to theLenders with the Revolving Credit Commitments pursuant to Section 2.5 or, in connection with an Assignment and Acceptance, pursuant to Section 10.11, together with any amendments, modifications and supplements thereto and restatementsthereof, in whole or in part. 

“**Committed Loans**” means the revolving credit loans described in Article II hereof.

**“Competitive Bid Borrowing”** shall have the meaning assigned to such term in Section 2.1(b) hereof. 

**“Competitive Bid Loans”** means the Loans provided for by Section 2.1(a) hereof. 

**“Competitive Bid Notes”** means the promissory notes provided for by Section 2.2 hereof and all promissory notes delivered insubstitution or exchange therefor, in each case as the same shall be modified and supplemented and in effect from time to time. 

**“Competitive Bid Quote”** means an offer in accordance with Section 2.1(c) hereof by a Lender to make a Competitive Bid Loan with one single specified interest rate. 

**“Competitive Bid Quote Request”** shall have the meaning assigned to such term in Section 2.1(b) hereof. 

“**Consolidated Capitalization**” means, at any date of determination, the sum of (i) Consolidated Net Worth as at such date plus(ii) Consolidated Indebtedness as at such time. 

“**Consolidated Entities**” means ALFA and any other Person whosefinancial statements are appropriately consolidated with ALFA’s financial statements under GAAP. 

“**ConsolidatedIndebtedness**” means the Indebtedness of ALFA and its Subsidiaries determined on a consolidated basis in accordance with GAAP. 

“**Consolidated Net Worth**” means, at any date of determination, the amount of consolidated common shareholders’ equity of ALFA and its Subsidiaries, determined as at such date in accordance with GAAP. 

“**Control**” or “**Controlled**” means that a Person has the direct or indirect power to conduct or govern the policies ofanother Person, whether this power exists as a matter of right or through economic compulsion. 

 

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“**Credit Documents**” means, collectively, each writing delivered at any time by Borrowersto Lenders or Agent relating to the Loans, the Swingline Loans, any Hedge Agreement, or to evidence or secure any of the Obligations. 

“**Default Rate**” means a rate of interest equal to two percent per annum (200 basis points) in excess of the highest interest rate that would otherwise be payable on the Obligations under the Credit Documents from time totime in the absence of the existence of a default, or the maximum rate permitted by law, whichever is less. 

“**Encumbrance**”means any interest in Property in favor of one not the owner thereof, whether voluntary or involuntary, including, but not limited to, (i) the lien or security interest arising from a deed of trust, mortgage, pledge, security agreement,conditional sale, Capital Lease, consignment, or bailment for security purposes, and (ii) reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other such title encumbrances.

“**Environmental Laws**” means the Environmental Protection Act, the Resource Conservation and Recovery Act of 1976, theComprehensive Environmental Response Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act and any other federal, state or municipal law, rule or regulation relating to air emissions, water discharge, noise emissions,solid or liquid waste disposal, hazardous or toxic waste or materials, or other environmental or health matters. 

“**Equity/DebtIssuance**” means (i) the issuance, sale or other disposition by any of the Borrowers or any of their Subsidiaries of its capital stock, any rights, warrants or options to purchase or acquire any shares of its capital stock, or any othersecurity or instrument representing, convertible into or exchangeable for an equity interest in the Borrowers or any of their Subsidiaries, (ii) the issuance or sale by any of the Borrowers or any of their Subsidiaries of any Subordinated Debt,and (iii) the receipt by any of the Borrowers or any of their Subsidiaries of any capital contribution (whether or not evidenced by any security or instrument); provided, however, that the term Equity/Debt Issuance shall notinclude (a) any rights, warrants or options issued to directors, consultants, officers or employees of the Borrowers, any of their Subsidiaries or any of the Mutual Companies pursuant to bona fide employee benefit plans established in theordinary course of business and any capital stock issued upon the exercise thereof, (b) any capital contribution to any Subsidiary, to the extent made directly or indirectly by the Borrowers, (c) any capital stock or other equitysecurities issued or sold in connection with any Permitted Acquisition and constituting all or a portion of the applicable purchase price, or (d) any variable rate demand notes issued by ALFA pursuant to the terms of a Trust Indenture datedMay 1, 2002 between ALFA and The Bank of New York Trust Company of Florida, N.A. 

“**ERISA**” means the EmployeeRetirement Income Security Act of 1974, as amended from time to time, including (unless the context otherwise requires) any rules or regulations promulgated thereunder. 

 

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“**ERISA Affiliate**” means any Person who for purposes of Title IV of ERISA is a member ofALFA’s controlled group, or under common control with ALFA, within the meaning of Section 414 of the IRC, the regulations promulgated pursuant thereto and the published revenue rulings issued thereunder. 

“**ERISA Event**” means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-daynotice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 404 1(a)(2) of ERISA (including any such notice withrespect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility in the circumstances described in Section 4068(f) of ERISA; (iv) the withdrawal by ALFA or an ERISA Affiliatefrom a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in 4001(a)(2) of ERISA; (v) the failure by ALFA or any ERISA Affiliate to make a material payment to a Plan required underSection 302(f)(1) of ERISA; (vi) the adoption of an amendment to a Plan requiring the provision of initial or additional security to such Plan, pursuant to Section 307 of ERISA; or (vii) the institution by the PBGC of proceedingsto terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence 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, a Plan.

“**Event of Default**” means the occurrence of any of the events specified in Section 8.1 hereof, as to which anyrequirement for notice or lapse of time has been satisfied. 

“**Financial Statements**” means the audited consolidated balancesheet, income statement, and statement of cash flows for ALFA dated December 31, 2002 delivered by ALFA to Lenders, and all notes thereto. 

“**GAAP**” means generally accepted accounting principles pronounced by the Financial Accounting Standards Board or any successor thereto, as in effect from time to time. 

“**Governmental Authority**” means any governmental or quasi-governmental entity, court or tribunal including, without limitation, anydepartment, commission, board, bureau, agency, administration, service or other instrumentality of any foreign or domestic governmental entity. 

“**Guaranteed Obligations**” of a Person means all guaranties, endorsements, assumptions and other contingent obligations with respect to, or to purchase or to otherwise pay or acquire, Indebtedness of others. 

“**Hazardous Substances**” means those substances included from time to time within the definition of hazardous substances, hazardousmaterials, toxic substances, or solid waste under the Comprehensive Environmental Response Compensation and Liability Act of 1980 as amended, 42 U.S.C. § 9601 seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 etseq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the Clean Water Act, 33 

 

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U.S.C. Section 1251 et. seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; and inthe regulations promulgated pursuant to such acts and laws; and such other substances that are or become regulated under any applicable local, state, or federal law or regulation addressing environmental hazards. 

“**Hedge Agreement**” means any agreement between ALFA and any Lender now existing or hereafter entered into, which provides for an interestrate or commodity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross-currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedgingALFA’s exposure to fluctuations in interest rates, currency valuations or commodity prices. 

“**Indebtedness**” of aPerson means, without duplication, such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of Property or services (other than accounts payable arising in the ordinary course of suchPerson’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, payable out of the proceeds or production from Property now or hereafter owned or acquired by such Persons, (iv) obligationsevidenced by notes, acceptances or other instruments, (v) obligations arising under Capitalized Leases, (vi) obligations for reimbursement of drafts drawn or available to be drawn under letters of credit, and (vii) GuaranteedObligations. 

“**Interest Payment Date**” means, (i) as to Prime Rate Loans and Swingline Loans, the first day of eachmonth, and (ii) as to any LIBOR Loan or Absolute Rate Loan, the last day of the Interest Period applicable to such Loan; provided, however, all interest accrued on each Absolute Rate Loan having an Interest Period of greater than three monthsshall be payable (x) on the date that is three months after the initial date of the Interest Period applicable to such Absolute Rate Loan and (y) the last day of the Interest Period. 

“**Interest Period**” means: 

(a) as to any LIBOR Loan, the period commencing on (and including) the date of such LIBOR Loan and ending on (but excluding) the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in thecalendar month that is 1, 2 or 3 months thereafter, as Borrowers may elect. 

(b) as to any Absolute Rate Loan, the period commencing on thedate such Absolute Rate Loan is made and ending on any Business Day not less than 7 days and not more than 180 days thereafter, as ALFA may select as provided in Section 2.1(b) hereof. 

Notwithstanding the foregoing: (x) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended tothe next succeeding Business Day unless, with respect to LIBOR Loans, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (y) no InterestPeriod with respect to any Loan shall end later than the Maturity Date. Interest shall accrue from and including the first Banking Day of an Interest Period to but excluding the last Banking Day of such Interest Period. 

 

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“**IRC**” means the Internal Revenue Code of 1986, as amended from time to time. 

“**Issuing Bank**” means, with respect to each Letter of Credit, the Lender that issues such Letter of Credit as provided inSection 2.17. 

“**Law**” or “**Laws**” means all applicable constitutional provisions, statutes, codes,acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, and requirements of all Governmental Authorities. 

“**Lender**” means (a) AmSouth in its capacity as a Lender and each Person listed on the signature pages hereto and identified as a Lender and (b) each Person that becomes an Assignee pursuant to the provisions ofSection 10.11. 

“**Letters of Credit**” has the meaning assigned in Section 2.17 of this Agreement. 

**“Letter of Credit Documents”** has the meaning assigned in Section 2.17.3 of this Agreement. 

“**Letter of Credit Liabilities**” has the meaning assigned in Section 2.17 of this Agreement. 

“**Liability**” or “**Liabilities**” means, with respect to any Person, an obligation, contingent or otherwise, that would berecorded or accrued under GAAP as a liability of that Person including, but not limited to, any nonrecourse obligation secured by Property of that Person. 

“**LIBO Rate**” means, for any given Interest Period with respect to a given LIBOR Loan, the rate per annum appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate fordeposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term LIBO Rate shallmean, for any given Interest Period with respect to a given LIBOR Loan, the rate per annum appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Daysprior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all suchrates. 

“**LIBO Rate Reserve Percentage**” means the reserve percentage applicable during any Interest Period (or if more thanone such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors ofthe Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for Lenders with respect to liabilities or assetsconsisting of or including LIBOR Liabilities having a term equal to such Interest Period. 

 

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“**LIBOR Liabilities**” means deposit liabilities incurred through the London InterbankMarket. 

**“LIBOR Loan”** means a Committed Loan for which ALFA has elected application of an interest rate based on the LIBORate. 

“**Loan**” means the aggregate outstanding amount of all Committed Loans, Competitive Bid Loans and Swingline Loans andall extensions and renewals thereof. 

**“Material Adverse Change”** means any material and adverse change in the business,Properties, or operations of the Consolidated Entities. 

“**Material Adverse Effect**” means any event or condition which,singly or in the aggregate with other events or conditions, materially and adversely affects the business, Properties, or operations of the Consolidated Entities, considered collectively. 

“**Maturity Date**” means May 21, 2004. 

“**Maximum Lawful Amount**” means the maximum lawful amount of interest, loan charges, commitment fees or other charges that may be assessed under Alabama law or, if higher, under applicable federal law.

“**Mutual Company**” or **“Mutual Companies”** means any or all of Alfa Mutual Insurance Company, Alfa MutualFire Insurance Company and Alfa Mutual General Insurance Company, and any successor mutual company or any transferee of substantially all of the assets of any such mutual company. 

“**Net Cash Proceeds**” means (i) in the case of any Equity/Debt Issuance, the aggregate cash payments received by the Borrowers andtheir Subsidiaries less reasonable fees and expenses incurred by the Borrowers and their Subsidiaries in connection therewith, and (ii) in the case of any Asset Disposition, the aggregate amount of all cash payments and the fair market value ofany noncash consideration received by the Borrowers and their Subsidiaries in connection with such Asset Disposition less (x) reasonable fees and expenses incurred by the Borrowers and their Subsidiaries in connection therewith, and(y) any income or transfer taxes paid or reasonably estimated by the Borrowers to be payable by the Borrowers and their Subsidiaries as a result of such Asset Disposition. 

“**Notes**” means any of the Committed Notes, the Competitive Bid Notes and the Swingline Note. 

 

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“**Obligations**” means the obligations of Borrowers to the Swingline Lender to repay theSwingline Loans, the obligations of Borrowers to Lenders to repay the Loans, interest and any fees and all other obligations of Borrowers and the Consolidated Entities to Lenders and to Agent under this Agreement and the other Credit Documents.

“**Operating Leases**” means leases that are not Capital Leases. 

**“Participating Entity”** means any Subsidiary that (i) hereafter executes and delivers to the Agent an Assumption Agreement and allother documents necessary to assume joint and several liability as to the Obligations, (ii) is owned, in both economic interest and voting rights, by ALFA in an amount exceeding 50%, and (iii) is owned by ALFA in a proportion sufficient toallow ALFA to Control the Subsidiary, including the right to cause the Subsidiary to make lawful distributions of income, and the financial interest of ALFA therein is, in Agent’s reasonable judgment, freely alienable by ALFA through a securityinterest granted therein or otherwise. 

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

“**Permitted Acquisition**” means the acquisition (by asset purchase, stockpurchase, merger or otherwise, subject to the other requirements of this definition set forth below) by ALFA or another Consolidated Entity of the assets of a Person in the ordinary course of business in an aggregate amount not to exceed$25,000,000, which purchase meets all of the following criteria: 

(a) The form of the acquisition shall have been of theassets of any such Person (by merger or otherwise) or, if for stock or other equity interest, the target acquired shall become a Participating Entity concurrently with the closing of the acquisition. 

(b) ALFA shall have delivered to Agent, prior to closing the acquisition, unaudited pro forma financial statements demonstrating continuedcompliance with all covenants in this Agreement following the acquisition. 

(c) The business of the Permitted Acquisition isin the same or related line of business as the Borrowers. 

(d) The Permitted Acquisition shall have been approved by theBoard of Directors or other governing body of the company or business to be acquired or holding the assets to be acquired. 

“**Permitted Encumbrances**” means all of the following: 

(a) Encumbrances securing the payment of anyof the Obligations. 

 

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(b) Encumbrances securing taxes, assessments, or other governmental charges not yet dueor which are being contested in good faith by appropriate action promptly initiated and diligently conducted, if Borrowers have made reserve therefor as required by GAAP. 

(c) Mechanics’, repairmen’s, materialmen’s, warehousemen’s, landlords’ and other like liens arising by operationof law securing accounts that are not delinquent. 

(d) Encumbrances on real property used by Borrowers not securing monetaryobligations, provided that the Encumbrances are of a type customarily placed on real property and do not materially impair the value of the affected property. 

(e) Pledges or deposits in the ordinary course of business to secure nondelinquent obligations under workman’s compensation orunemployment laws or similar legislation or to secure the performance of leases or contracts entered into in the ordinary course of business. 

(f) Purchase Money Security Interests, to the extent permitted by Section 6.1.6 hereof. 

(g) Encumbrances set forth on Exhibit A. 

“**Person**” (whether or not capitalized) means any individual,corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government, limited liability company, governmental agency or political subdivision thereof, or any other form of entity. 

“**Plan**” means any employee benefit or other plan established or maintained, or to which contributions have been made, by ALFA or anySubsidiary and covered by Title IV of ERISA or to which Section 412 of the IRC applies. 

“**Prime Rate**” shall be thatrate announced by Agent from time to time as its Prime Rate and is one of several interest rate bases used by Agent. Lenders and Agent lend at rates both above and below Agent’s Prime Rate and Borrowers acknowledge that the Prime Rate is notrepresented or intended to be the lowest or most favorable rate of interest offered by any Lender or Agent. 

“**Prime RateLoan**” means a Committed Loan for which ALFA has elected application of an interest rate based on the Prime Rate. 

“**ProRata**” or “**Pro Rata Share**” of any amount means, with respect to any Lender at any time, the product of (i) such amount, multiplied by (ii) such Lender’s Revolving Credit Percentage at such time of theRevolving Credit Facility; provided however, if at a time of determination there are principal amounts outstanding under the Committed Loans, and if any Lender has failed to fund any unrepaid Committed Loan that was funded by any other Lender orLenders, this apportionment shall be determined according to the respective total principal amounts of the Committed Loans held by the respective Lenders rather than by their Revolving Credit Commitments. 

 

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“**Property**” or “**Properties**” means any interest in any kind of property,whether real, personal, or mixed, or tangible or intangible. 

“**Purchase Money Debt**” means a Liability that is secured by aPurchase Money Security Interest. 

**“Purchase Money Security Interest”**means an Encumbrance on specific equipment(including the Encumbrance arising under a Capital Lease), provided that (i) the Liability secured by any such Encumbrance shall have arisen at the time of the acquisition thereof and shall not exceed 100% of the cost of the equipment to theentity acquiring the same, and (ii) each such Encumbrance shall attach only to the equipment acquired with the proceeds of the Liability secured thereby. 

“**Ratio of Losses**” means the ratio of losses (net of recoveries) on Financial’s loan and lease receivables portfolio as reported on Financial’s income statement divided by the sum ofFinancial’s loan loss reserve accounts. 

“**Regulatory Change**” means on or after the Closing Date, the adoption of anyapplicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with theinterpretation or administration thereof. 

**“Reimbursement Obligations”**has the meaning assigned in Section 2.17.2 ofthis Agreement. 

“**Required Lenders**” means, at any time, the Lenders owning or holding 662/3% or more of the sum of (i) the then aggregate principal amount of the Revolving Credit Commitments then outstanding plus (ii) the then aggregate Letter of Credit Liabilities; or, if no Loans or Letters of Credits are thenoutstanding, the Lenders with 662/3% or more of the aggregate of all Revolving Credit Commitments at such time; or, provided, however, if any Lender has failed to fund any unrepaid Committed Loanthat was funded by any other Lender or Lenders, this determination shall be made according to Lenders holding the required percentage of principal amounts of the Committed Loans rather than by the outstanding Revolving Credit Commitments.

“**Revolving Credit Commitment**” means, with respect to any Lender at any time, the obligations of such Lender to makeCommitted Loans pursuant to Section 2.7 hereof in the amount set forth under such Lender’s name on its signature page hereto under the caption “Revolving Credit Commitment” or if such Lender has entered into one or moreAssignment and Acceptances, the amount set forth for such Lender at such time in the register maintained by the Agent pursuant to Section 10.11 as such Lender’s “Revolving Credit Commitment” as such amount may be reduced at orprior to such time pursuant to the terms hereof. 

“**Revolving Credit Facility**” means the revolving line of creditestablished by the Lenders under Article II. 

 

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“**Revolving Credit Percentage**” means, with respect to any Lender at any time, a fraction(expressed as a percentage) the numerator of which is the Revolving Credit Commitment of such Lender at such time and denominator of which is the Total Revolving Credit Commitment at such time; provided that if the Revolving Credit Percentage of anyLender is to be determined after the Revolving Credit Commitments have been terminated, then such Revolving Credit Percentage shall be determined immediately prior (and without giving effect) to such termination. 

“**Solvent**” shall mean, as to any Person, that as of any date of determination, (i) the then fair value of the assets of such Personis (a) greater than the then total amount of liabilities (including subordinated liabilities) of such Person and (b) greater than the amount that will be required to pay such Person’s probable liability on such Person’s thenexisting debts as they become absolute and matured, (ii) such Person’s capital is not unreasonably small in relation to its business, and (iii) such Person has not incurred and does not intend to incur, or believe or reasonably shouldbelieve that it will incur, debts beyond its ability to pay such debts as they become due. 

**“Subordinated Debt”** means anyunsecured Liability that is subordinated as to payment, liquidation, collection and collection in bankruptcy to the Obligations of Borrowers to Lenders pursuant to subordination documentation in form and substance acceptable to the Required Lenders.

“**Subsidiary**” means any present or future corporation, joint venture, limited liability company, or partnership, at leasta majority of whose outstanding voting stock or other voting securities or interests shall at the time be owned directly or indirectly by any Borrower. 

“**Swingline Borrowing Notice**” has the meaning assigned in Section 2.18.3(b) hereof. 

**“Swingline Lender”** means AmSouth Bank, an Alabama banking corporation. 

“**Swingline Loan**” means aloan advanced under Section 2.18 hereof, and funded under the Revolving Credit Facility. 

“**Swingline Note**” means thepromissory note of the Borrowers in substantially the form of Schedule 2.18.2 hereto executed and delivered to the Swingline Lender, together with any amendments, modifications and supplements thereto and restatements thereof. 

“**Taxes**” means all taxes and assessments, whether general or special, ordinary or extraordinary, or foreseen or unforeseen, which at anytime may be assessed, levied, confirmed or imposed on the Consolidated Entities or on any of their properties or assets or any part thereof or in respect of any of their franchises, businesses, income or profits. 

“**Total Revolving Credit Commitment**” means, at any time, the sum of the Revolving Credit Commitments of all Lenders at such time.

**“Unmatured Default”** means any event or condition that, but for the giving of any required notice by Agent and/or thepassing of time, would be an Event of Default hereunder. 

 

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1.2 Terms Generally. 

1.2.1 Computations: Accounting Principles. Where the character or amount of any asset or liability or item of income or expense is required to bedetermined, or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, such determination or calculation, to the extent applicable and except as otherwise specified in this Agreement, shall bemade in accordance with GAAP. If a change in GAAP after the date of this Agreement would require a change affecting the calculation of any requirement under this Agreement, then Agent and Borrowers shall negotiate in good faith for the amendment ofthe affected requirements; provided, however, until and unless such an amendment is agreed upon, the requirements of this Agreement shall remain as written and compliance therewith shall be determined according to GAAP as in effect prior to thechange. 

1.2.2 Gender and Number. Words used herein indicating, gender or number shall be read as context may require. 

1.2.3 References Include Successors. References herein to specific Laws, regulatory bodies, parties or agreements also refer to any successorLaws, regulatory bodies, and parties, and to all modifications, extensions, renewals and restatements of agreements. 

1.2.4 Referencesto this Agreement. “Herein,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular provision hereof, unless otherwise expressly stated. 

1.2.5 Limitations of Knowledge. Certain representations and warranties are made herein to the Best of Borrowers’ Knowledge. These limitationsreflect only Borrowers’ special interest in disclosing that no targeted diligence has been performed as to these matters in connection with this Agreement. 

1.2.6 Classes and Types of Loans. Loans hereunder are distinguished by “Class” and “Type”. The “Class” of a Loan refers to whether such Loan is a Competitive Bid Loan or aCommitted Loan, each of which constitutes a Class. The “Type” of a Loan refers to whether such Loan is a Base Rate Loan, a LIBOR Loan or an Absolute Rate Loan, each of which constitutes a Type. Loans may be identified by both Class andType. 

1.3 Participating Entities. 

1.3.1 Attorney-in-Fact. Each Participating Entity, separately and severally, hereby appoints and designates ALFA as its agent and attorney-in-fact to act on behalf of it for all purposes of the CreditDocuments. ALFA shall have authority to exercise on behalf of each Participating Entity all rights and powers that ALFA deems necessary, incidental or convenient in connection with the Credit Documents, including the authority to execute and delivercertificates, documents, agreements and other instruments referred to or provided for in the Credit Documents, request Letters of Credit 

 

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and Loans and elect interest rate options hereunder, receive all proceeds of Letters of Credit and Loans, give allnotices, approvals and consents required or requested from time to time by the Lenders and take any other actions and steps that each Participating Entity could take for its own account in connection with the Credit Documents from time to time, itbeing the intent of each Participating Entity to grant to ALFA plenary power to act on behalf of each Participating Entity in connection with and pursuant to the Credit Documents. The appointment of ALFA as agent and attorney-in-fact for eachParticipating Entity hereunder shall be coupled with an interest and be irrevocable so long as any Credit Document shall remain in effect. Neither the Agent nor the Lenders need obtain any Participating Entity’s consent or approval for any acttaken by ALFA pursuant to any Credit Document, and all such acts shall bind and obligate ALFA and each Participating Entity, jointly and severally. Each Participating Entity forever waives and releases any claim (whether now or hereafter arising)against the Lenders based on any claim of ALFA’s lack of authority to act on behalf of each Participating Entity in connection with the Credit Documents. 

1.3.2 Liability Limitation. Each of the Participating Entities, and by its acceptance of this Agreement, the Lenders hereby confirm that it is the intention of all such Persons that this Agreement and theObligations of each of the Participating Entities hereunder not constitute a fraudulent transfer or conveyance for purposes of the United States Federal Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act orany similar governmental requirement covering the protection of creditors’ rights or the relief of debtors to the extent applicable to this Agreement and the Obligations of each of the Participating Entities hereunder. To effectuate theforegoing intention, each of the Participating Entities, the Agent and the Lenders hereby irrevocably agree that the Obligations and all of the other liabilities of each of the Participating Entities under this Agreement shall be limited to themaximum amount as will, after giving effect to such maximum amount and all of the other contingent and fixed liabilities of such Participating Entities that are relevant under such Laws, and after giving effect to any collections from, any rights toreceive contributions from, or any payment made by or on behalf of any of the other Participating Entities in respect of the Obligations of such other Participating Entities under this Agreement, result in the Obligations and all of the otherliabilities of each of the Participating Entities under this Agreement not constituting a fraudulent transfer or conveyance. 

1.3.3Informed Consent. Each Initial Participating Entity (i) acknowledges that it has had full and complete access to the underlying papers relating to the Obligations and all other papers executed by any person in connection with theObligations, has reviewed them and is fully aware of the meaning and effect of their contents; (ii) is fully informed of all circumstances that bear upon the risks of executing this Agreement and the other Credit Documents that a diligentinquiry would reveal; (iii) has adequate means to obtain from ALFA on a continuing basis information concerning ALFA’s financial condition and is not depending on the Agent or the Lenders to provide such information, now or in the future;and (iv) agrees that neither the Agent nor the Lenders shall have any obligation to advise or notify it or to provide it with any data or information. 

1.3.4 Joint and Several Obligations. Each Initial Participating Entity hereby agrees that its obligations and liabilities with respect to the Obligations are joint and several with ALFA, continuing, absoluteand unconditional (subject to the provisions of Section 1.3.2). Without limiting 

 

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the generality of the foregoing, the obligations and liabilities of each Initial Participating Entity with respect to theObligations shall not be released, discharged, impaired, modified or in any way affected by (i) the invalidity or unenforceability of any Credit Document, (ii) the failure of the Agent or the Lenders to give each Initial ParticipatingEntity a copy of any notice given to ALFA, (iii) any modification, amendment or supplement of any obligation, covenant or agreement contained in any Credit Document, (iv) any compromise, settlement, release or termination of anyobligation, covenant or agreement in any Credit Document, (v) any waiver of payment, performance or observance by or in favor of ALFA of any obligation, covenant or agreement under any Credit Document, (vi) any consent, extension,indulgence or other action or inaction, or any exercise or non-exercise of any right, remedy or privilege with respect to any Credit Document, (vii) the extension of time for payment or performance of any of the Obligations, or (viii) anyother matter that might otherwise be raised in avoidance of, or in defense against an action to enforce, the obligations of each Initial Participating Entity under this Agreement, the Loans, the Notes or any other Credit Document. 

1.3.5 Subrogation and Contribution Agreement. None of the Borrowers will exercise any rights that it may have or acquire by way of subrogationunder this Agreement or any of the other Credit Documents or the Second Amended and Restated Subrogation and Contribution Agreement referred to below, by any payment made hereunder or under any of the other Credit Documents or otherwise, until allthe Obligations have been paid in full and this Agreement has been terminated and is no longer subject to reinstatement under this Agreement. If any amount shall be paid to a Borrower on account of any such subrogation rights at any time when all ofthe Obligations shall not have been paid in full and this Agreement terminated, such amount shall be held in trust for the benefit of the Lenders and shall be paid forthwith to the Lenders to be credited and applied upon the Obligations, whethermatured or unmatured, in accordance with the terms of the Credit Documents. The Borrowers will not amend or waive any provision of the Second Amended and Restated Subrogation and Contribution Agreement dated the Closing Date entered into by theBorrowers nor consent to any departure from such Second Amended and Restated Subrogation and Contribution Agreement, without having obtained the prior written consent of the Required Lenders to such amendment, waiver or consent. 

1.3.6 Assumption Agreement. Each Person that is to become after the Closing Date a Participating Entity shall, at the time it is to become aParticipating Entity, execute and deliver to the Agent, in accordance with the provisions of Section 3.3, an Assumption Agreement in the form attached hereto as Schedule 1.3.6 (“Assumption Agreement”). 

**II. LOANS**

Concurrently with theexecution of this Agreement, Lenders agree on a several basis, and not on a joint basis, in accordance with their respective Commitments, to make the Loans to Borrowers, under the following terms and conditions: 

 

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2.1 Competitive Bid Loans. 

(a) In addition to borrowings of Committed Loans described below, at any time prior to the Maturity Date the Borrowers may request the Lenders to makeoffers to make Competitive Bid Loans to the Borrowers. The Lenders may, but shall have no obligation to, make such offers and the Borrowers may, but shall have no obligation to, accept any such offers in the manner set forth in thisSection 2.1. Competitive Bid Loans shall be Absolute Rate Loans, provided that: 

(i) there may be no more thanseven different Interest Periods for both Committed Loans and Competitive Bid Loans combined outstanding at the same time (for which purpose Interest Periods described in different lettered clauses of the definition of the term “InterestPeriod” shall be deemed to be different Interest Periods even if they are coterminous); and 

(ii) the aggregateprincipal amount of all Competitive Bid Loans, together with the sum of the Letter of Credit Liabilities, the aggregate principal amount of all outstanding Committed Loans and Swingline Loans and the total outstandings under ALFA’s commercialpaper and variable rate demand note programs shall not exceed the aggregate amount of the Total Revolving Credit Commitment at such time. 

(b) When the Borrowers wish to request offers to make Competitive Bid Loans, ALFA shall give the Agent (which shall promptly notify the Lenders) notice (a “Competitive Bid Quote Request”) to be received by the Agent not later than10:00 a.m. Montgomery, Alabama time, on the Business Day next preceding the date of borrowing proposed therein (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve). ALFA may request offers tomake Competitive Bid Loans for not more than two (2) different Interest Periods in a single Competitive Bid Quote Request (for which purpose Interest Periods in different lettered clauses of the definition of the term “InterestPeriod” shall be deemed to be different Interest Periods even if they are coterminous); provided that the request for each separate Interest Period shall constitute a separate Competitive Bid Quote Request for a separate borrowing (a“Competitive Bid Borrowing”), and there shall not be outstanding at any one time more than three Competitive Bid Borrowings. Each Competitive Bid Quote Request shall be substantially in the form of Schedule 2.1(b) hereto and shall specifyas to each Competitive Bid Borrowing: 

(i) the proposed date of such borrowing, which shall be a Business Day; 

(ii) the aggregate amount of such Competitive Bid Borrowing, which shall be at least $10,000,000 and in multiples of $1,000,000 butshall not cause the limits specified in Section 2.1(a) hereof to be exceeded; 

(iii) the duration of the InterestPeriod applicable thereto; and 

(iv) the date on which the Competitive Bid Quote is to be submitted (the “QuotationDate”). 

 

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Except as otherwise provided in this Section 2.1(b), no Competitive Bid Quote Request shall be given within five(5) Business Days (or such other number of days as ALFA and the Agent, with the consent of the Required Lenders, may approve) of any other Competitive Quote Request. 

(c) (i) Each Lender may submit one or more Competitive Bid Quotes, each containing an offer to make a Competitive Bid Loan in response to any Competitive Bid Quote Request; provided that, if ALFA’srequest under Section 2.1(b) hereof specified more than one Interest Period, such Lender may make a single submission containing one or more Competitive Bid Quotes for each such Interest Period. Each Competitive Bid Quote must be submitted tothe Agent not later than 10:00 a.m. Montgomery, Alabama time on the Quotation Date (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve), provided that AmSouth may submit a Competitive BidQuote only if it notifies ALFA of the terms of the offer contained therein not later than 8:45 a.m. Montgomery, Alabama time on the Quotation Date. Any Competitive Bid Quote so made shall be irrevocable except with the consent of the Agent given onthe instructions of the Borrowers. 

(ii) Each Competitive Bid Quote shall be substantially in the form of Schedule 2.1(c)hereto and shall specify: 

(A) the proposed date of borrowing and the Interest Period therefor; 

(B) the principal amount of the Competitive Bid Loan for which each such Competitive Bid Quote is being made, which principal amount shallbe at least $10,000,000 (or a larger multiple of $1,000,000); provided that the aggregate principal amount of all Competitive Bid Loans for which a Lender submits Competitive Bid Quotes may not exceed the principal amount of the CompetitiveBid Borrowing for a particular Interest Period for which offers were requested; 

(C) the rate of interest per annum (roundedupwards, if necessary, to the nearest 1/10,000th of 1%) offered for each such Competitive Bid Loan (the “Absolute Rate”); and 

(D) the identity of the quoting Lender. 

Unless otherwise agreed by the Agent and ALFA, no Competitive Bid Quote shallcontain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Competitive Bid Quote Request and, in particular, no Competitive Bid Quote may be conditioned upon acceptance by ALFAof all (or some specified minimum) of the principal amount of the Competitive Bid Loan for which such Competitive Bid Quote is being made. 

(d) The Agent shall, as promptly as practicable after a Competitive Bid Quote is submitted (but in any event not later than 10:30 a.m. Montgomery, Alabama time on the Quotation Date), notify ALFA of the terms (i) of any Competitive BidQuote submitted by a Lender that is in accordance with Section 2.1(c) and (ii) of any Competitive Bid Quote that amends, modifies or is 

 

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otherwise inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the sameCompetitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded by the Agent unless such subsequent Competitive Bid Quote is submitted solely to correct a manifest error in such former Competitive Bid Quote. TheAgent’s notice to ALFA shall specify (A) the aggregate principal amount of the Competitive Bid Borrowing for which Competitive Bid Quotes have been received and (B) the respective principal amounts and Absolute Rates, so offered byeach Lender (identifying the Lender that made each Competitive Bid Quote). 

(e) Not later than 11:30 a.m. Montgomery, Alabama time on theQuotation Date (or such other time and date as ALFA and the Agent, with the consent of the Required Lenders, may approve), ALFA shall notify the Agent of its acceptance or nonacceptance of the offers submitted pursuant to Section 2.1(d) hereof(and the failure of ALFA to give such notice by such time shall constitute nonacceptance) and the Agent shall promptly notify each affected Lender. In the case of acceptance, such notice shall specify the aggregate principal amount of offers foreach Interest Period that are accepted. ALFA may accept any Competitive Bid Quote in whole or in part (provided that any Competitive Bid Quote accepted in part shall be at least $10,000,000 or a larger multiple of $1,000,000); providedthat: 

(i) the aggregate principal amount of each Competitive Bid Borrowing may not exceed the applicable amount set forthin the related Competitive Bid Quote Request; 

(ii) the aggregate principal amount of each Competitive Bid Borrowing shallbe at least $10,000,000 (or a larger multiple of $1,000,000) but shall not cause the limits specified in Section 2.1(a) hereof to be exceeded; 

(iii) acceptance of offers may be made only in ascending order of Absolute Rates, in each case beginning with the lowest rate so offered; and 

(iv) ALFA may not accept any offer where the Agent has correctly advised ALFA that such offer fails to comply with Section 2.1(c)hereof or otherwise fails to comply with the requirements of this Agreement (including Section 2.1(a) hereof). 

If offers are made by two or moreLenders with the same Absolute Rates for a greater aggregate principal amount than the amount with respect to which offers are accepted for the related Interest Period after the acceptance of all offers, if any, of all lower Absolute Rates, offeredby any Lender for such related Interest Period, the principal amount of Competitive Bid Loans with respect to which such offers are accepted shall be allocated by ALFA among such Lenders as nearly as possible (in amounts of at least $1,000,000 orlarger multiples of $100,000) in proportion to the aggregate principal amount of such offers. Determinations by ALFA of the amounts of Competitive Bid Loans and the lowest bid after adjustment as provided in Section 2.1(e)(iii) shall beconclusive in the absence of manifest error. 

(f) Any Lender whose offer to make any Competitive Bid Loan has been accepted shall, notlater than noon Montgomery, Alabama time on the date specified for the making of such 

 

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Competitive Bid Loan, make the amount of such Competitive Bid Loan available to the Agent in immediately available fundsfor the account of the Borrowers. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrowers on such date by depositing the same in immediately available funds in an accountof the Borrowers maintained at the principal office of the Agent. 

2.2 Competitive Bid Notes. The Competitive Bid Loans made by anyLender shall be evidenced by a single promissory note of the Borrowers substantially in the form of Schedule 2.2 hereto, dated the Closing Date, payable to such Lender and otherwise duly completed. 

2.3 Amount of Committed Loan. The principal indebtedness of Borrowers to Lenders having a Revolving Credit Commitment shall not exceed ThreeHundred Million and No/100 Dollars ($300,000,000.00) less the sum of the outstanding Letter of Credit Liabilities and the principal balance of Swingline Loans outstanding from time to time. 

2.4 Use of Proceeds. The proceeds of the Loans shall be used by Borrowers for general corporate purposes including (i) PermittedAcquisitions, (ii) share repurchases, (iii) a commercial paper back up line, (iv) Letters of Credit, (v) liquidity support for a variable rate demand note program, and (vi) seasonal working capital purposes. 

2.5 Committed Notes. Borrowers’ obligations under the Committed Loans shall be evidenced by Committed Notes in favor of the respectiveLenders in the form included as Schedule 2.5 hereto payable to each Lender for its Revolving Credit Commitment. 

2.6 SeparateCommitments of Lenders. Borrowers acknowledge that each Lender’s Commitment to fund its portion of the Loans is made by each Lender severally, and neither Agent nor any Lender shall be liable for the failure of another Lender to timelyperform under this Agreement. 

2.7 Advances of Committed Loans. Subject to the terms and conditions of this Agreement, Borrowers mayborrow, repay and reborrow Committed Loans, provided that the outstanding principal balance of the Committed Loans together with the sum of the Letter of Credit Liabilities, the aggregate principal amount of all outstanding Competitive Bid Loans andSwingline Loans and the total outstandings under ALFA’s commercial paper and variable rate demand note programs shall not at any time exceed the amounts permitted under Section 2.3 above. The unpaid principal amount of all Loans hereundershall not exceed the Total Revolving Credit Commitment, and each Committed Loan made hereunder shall be allocated pro rata among the Lenders based upon their Revolving Credit Percentage regardless of amounts outstanding under Competitive Bid Loans.Committed Loans shall be disbursed as follows: 

 

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2.7.1 Committed Loans Advanced Pursuant to Borrowing Notices. 

2.7.1(a) Applicability. Committed Loans may be LIBOR Loans, Prime Rate Loans, or a combination thereof, and the funding thereof shall be subjectto this Section 2.7.1. 

2.7.1(b) Borrowing Notices. As long as Borrowers meet the conditions for funding stated in thisAgreement, ALFA, on behalf of the Borrowers, may submit requests for Committed Loans (“Borrowing Notices”) to Agent. All requests shall be made in writing (or by telephone, subject to such security procedures as Agent may require from timeto time, provided that all telephonic notices shall be confirmed by written Borrowing Notices within one (1) Business Day) and shall specify the proposed disbursement date for the requested Committed Loan; the amount of the Committed Loan; thepurpose of the Loan (characterized in accordance with Section 2.4 above); the type of Committed Loan, i.e., LIBOR Loan or Prime Rate Loan; and if a LIBOR Loan, the designated Interest Period. Each Borrowing Notice shall irrevocably obligateBorrowers to accept the Committed Loan requested thereby. Borrowing Notices shall be in the form of Schedule 2.7.1(b) hereto or such other form as Agent may from time to time require. 

2.7.1(c) Funding of Committed Loans. Lenders shall fund their respective portions of requested Committed Loans on the next following Banking Dayafter the Banking Day of Agent’s receipt of the Borrowing Notice, in the case of Prime Rate Loans, and on the second (2nd) Banking Day following the Banking Day of Agent’s receipt of the Borrowing Notice, in the case of LIBOR Loans.All funds shall be disbursed directly into an account maintained by ALFA with Agent. Borrowers agree that if any Lender elects to fund any requested Committed Loan(s) sooner after requested than is required hereunder, the Lender may nevertheless usethe entire response period allowed hereunder upon receipt of any subsequent request, at the Lender’s sole option. 

2.7.1(d) PrimeRate Loan Limitations. Individual Prime Rate Loans shall be in the minimum amount of One Hundred Thousand and No/100 Dollars ($100,000.00) each. Any number of Prime Rate Loans may be outstanding at any one time. 

2.7.1(e) LIBOR Loan Limitations. Individual LIBOR Loans shall be in the minimum amount of Five Million and No/100 Dollars ($5,000,000.00) each ora larger integral multiple of $1,000,000. No more than five (5) LIBOR Loans may be outstanding under the Committed Loan. 

2.7.1(f)Additional Limitation on LIBOR Interest Periods. Notwithstanding anything to the contrary in this Agreement, if an Unmatured Event of Default or an Event of Default shall have occurred and be continuing, no additional LIBOR Loans may becreated or continued and no Prime Rate Loan may be converted into a LIBOR Loan. 

2.7.2 Conversion of Committed Loans. ALFA, onbehalf of the Borrowers, shall have the right, on prior irrevocable written notice to Agent given two (2) Banking Days prior to the date of any requested conversion, to convert any Prime Rate Loan or LIBOR Loan into a Committed Loan of anothertype, or to continue any LIBOR Loan for another Interest Period, subject in each case to the following: 

 

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2.7.2(a) Application of Committed Loans. Each conversion shall be effected by applying theproceeds of the new LIBOR Loan and/or Prime Rate Loan, as the case may be, to the Committed Loan (or portion thereof) being converted. 

2.7.2(b) Notices of Conversions. Each notice pursuant to this subsection 2.7.2 shall be irrevocable and shall refer to this Agreement and specify the identity and principal amount of the particular Committed Loan that ALFA requestsbe converted or continued; if such notice requests conversion, the date of such conversion (which shall be a Business Day); and if a Loan is to be converted to a LIBOR Loan or a LIBOR Loan is to be continued, the Interest Period with respectthereto. No LIBOR Loan shall be converted at any time other than at the end of the Interest Period applicable thereto, except in accordance with Section 2.13 hereof. Conversion notices shall be in the form attached as Schedule 2.7.2(b) hereto.

2.7.3 Absence of Election. If ALFA fails to give Agent notice to continue any LIBOR Loan for a subsequent period, such LIBOR Loan(unless repaid) shall automatically be converted into a Prime Rate Loan. If ALFA fails to specify in any Borrowing Notice the type of borrowing or, in the case of a LIBOR Loan, the applicable Interest Period, ALFA will be deemed to have requested aPrime Rate Loan. 

2.7.4 Implied Representations Upon Request for Loan. Upon making any request for any Loan, Borrowers shall bedeemed to have warranted to Agent and Lenders that all conditions to funding set forth in Article III hereof are satisfied. 

2.7.5Advance Not Waiver. Any Lender’s making of any Committed Loan that it is not obligated to make under any provision of Article III hereof or any other provision hereof shall not be construed as a waiver of the Lenders’ right towithhold future Committed Loans, declare an Event of Default, or otherwise demand strict compliance with this Agreement, acting through Agent as permitted by the terms hereof. 

2.7.6 Draws by Debit Memorandum. Agent may cause Lenders to draw amounts that may be available under the Committed Loan to pay any Obligation thatis not otherwise timely paid. 

2.8 Interest. Interest shall accrue on each Loan as follows: 

2.8.1 Prime Rate Loans. Interest shall accrue on each Prime Rate Loan at an annual rate equal to the Prime Rate, said rate to changecontemporaneously with any change in the Prime Rate. 

2.8.2 LIBOR Loans. Interest shall accrue on each LIBOR Loan at a rate equal tothe LIBO Rate for the selected Interest Period plus the Applicable LIBO Rate Margin. 

2.8.3 Competitive Bid Loans. Interest shallaccrue on each Absolute Rate Loan at a rate equal to the Absolute Rate for the selected Interest Period. 

 

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2.8.4 Additional Interest on LIBOR Loans. In addition to the interest described above, Borrowersshall pay to Lenders, if and so long as Lenders shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including LIBOR Liabilities,additional interest on the unpaid principal amount of each LIBOR Loan, from the date of such advance until said principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) theLIBO Rate for the Interest Period from (ii) the rate obtained by dividing the LIBO Rate by a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such Interest Period. This additional interest shall be payable on each date onwhich interest is payable. The amount of additional interest shall be determined by each Lender, who shall notify Borrowers and Agent thereof and whose determination shall be conclusive, absent manifest error. 

2.8.5 Calculation of Interest. Interest for Loans shall be computed on the basis of a 360-day year counting the actual number of days elapsed.Interest shall accrue on the Business Day a Loan is extended and shall accrue through the Banking Day prior to the Banking Day on which it is repaid. 

2.8.6 Default Rate. Notwithstanding the foregoing, upon the occurrence of an Event of Default and during the continuation of such Event of Default, interest shall be charged at the Default Rate, regardless ofwhether Lenders have elected to exercise any other remedies available to Lenders, including, without limitation, acceleration of the maturity of the outstanding principal of the Committed Loans. All such interest shall be paid without demand on theInterest Payment Dates applicable to Prime Rate Loans. 

2.8.7 Payment of Interest. Interest for Loans shall be due and payable inarrears, without notice, on each Interest Payment Date. 

2.8.8 Usury Savings Provision. It is the intention of the parties that allcharges under or in connection with this Agreement and the Obligations, however denominated, and including (without limitation) all interest, commitment fees, late charges and loan charges, shall be limited to the Maximum Lawful Amount. Such chargeshereunder shall be characterized and all provisions of the Credit Documents shall be construed as to uphold the validity of charges provided for therein to the fullest possible extent. Additionally, all charges hereunder shall be spread over thefull permitted term of the Obligations for the purpose of determining the effective rate thereof to the fullest possible extent, without regard to prepayment of or the right to prepay the Obligations. If for any reason whatsoever, however, anycharges paid or contracted to be paid in respect of the Obligations shall exceed the Maximum Lawful Amount, then, without any specific action by Lenders, Agent or Borrowers, the obligation to pay such interest and/or other charges shall be reducedto the Maximum Lawful Amount in effect from time to time and any amounts collected by Lenders that exceed the Maximum Lawful Amount shall be applied to the reduction of the principal balance of the Obligations and/or refunded to Borrowers so that atno time shall the interest or loan charges paid or payable in respect of the Obligations exceed the Maximum Lawful Amount. This provision shall control every other provision herein and in any and all other agreements and instruments now existing orhereafter arising between Borrowers and Lenders with respect to the Obligations. 

 

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2.9 Alternate Rate of Interest if LIBOR Unavailable. In the event, and on each occasion, that onthe date of commencement of any Interest Period for a LIBOR Loan, a Lender shall have determined (i) that dollar deposits in the amount of the requested principal amount of such LIBOR Loan are not generally available in the London InterbankMarket; (ii) that the rate at which such dollar deposits are being offered will not adequately and fairly reflect the cost to such Lender of making or maintaining such LIBOR Loan during such Interest Period; or (iii) that reasonable meansdo not exist for ascertaining the LIBO Rate, such Lender shall, as soon as practicable thereafter, give written or telephonic notice of such determination to Borrowers. In the event of any such determination, any request by Borrowers for a LIBORLoan under this Agreement shall, until the circumstances giving rise to such notice no longer exist, be deemed to be a request for a Prime Rate Loan. Each determination by such Lender hereunder shall be conclusive absent manifest error. 

2.10 Change in Circumstances. 

2.10.1 Imposition of Requirements. Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or in the interpretation or administration thereof by any Governmental Authority chargedwith the interpretation or administration thereof (whether or not having the force of Law) shall change the basis of taxation of payments to a Lender under any LIBOR Loan made by the Lender or any other fees or amounts payable hereunder (other thantaxes imposed on the overall net income, gross receipts or added value of a Lender by the country in which the Lender is located, or by the jurisdiction in which a Lender has its principal office, or by any political subdivision or taxing authoritytherein), or shall impose, modify or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on LIBOR Liabilities) or similar requirement against assets of, deposits with or for the account of, or creditextended by, a Lender or shall impose on a Lender or the London Interbank Market any other condition affecting this Agreement or LIBOR Loans made by a Lender, and the result of any of the foregoing shall be to increase the cost to the Lender ofmaking or maintaining its LIBOR Loan or to reduce the amount of any sum received or receivable by a Lender hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed by the affected Lender to be material, thenBorrowers will pay to such Lender such additional amount or amounts as will compensate the Lender for such additional costs of reduction. 

2.10.2 Other Changes. If either (i) the introduction of, or any change in, or in the interpretation of, any United States or foreign Law; or (ii) compliance with any directive, guidelines or request from any central bank orother United States or foreign Governmental Authority (whether or not having the force of law) promulgated or made after the date hereof, affects or would affect the amount of capital required or expected to be maintained by a Lender (or any lendingoffice of a Lender) or any corporation directly or indirectly owning or controlling a Lender (or any lending office of a Lender) based upon the existence of this Agreement, and the Lender shall have determined that such introduction, change orcompliance has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of such owning 

 

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or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below thatwhich the Lender or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that Lender’s policies or the policies of such owning or controlling corporation, as thecase may be, regarding capital adequacy) by an amount deemed by the Lender (in its sole discretion) to be material, then, from time to time, Borrowers shall pay to the Lender such additional amount or amounts as will compensate the Lender for suchreduction attributable to making, funding and maintaining its Commitment and Loans hereunder. 

2.10.3 Computation of Amounts. Acertificate of a Lender setting forth the basis and method of computation of such amount or amounts specified in Sections 2.10.1 and 2.10.2 hereof as shall be necessary to compensate the Lender (or its participating banks) as specified above, as thecase may be, shall be delivered to Borrowers and shall be conclusive absent manifest error; provided however, that Borrowers shall be responsible for compliance herewith and the payment of increased costs only to the extent that (i) any changein Laws giving rise to increased costs occurs after the date of this Agreement; and (ii) the Lender gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the Lender has, or withreasonable diligence should have had, knowledge of the change, or else Lender can only collect costs from and after the date of the notice. Subject to the foregoing, Borrowers shall pay the affected Lender the amount shown as due on any suchcertificate within ten (10) Business Days after its receipt of such certificate. 

2.10.4 No Duty to Contest. The protection ofthis Section 2.10 shall be available to a Lender regardless of any possible contention of invalidity or inapplicability of the Law or condition that shall have been imposed. Should a Lender assess any charge to Borrowers under thisSection 2.10, and provided that Borrowers pay the assessment to the Lender, Borrowers may thereafter undertake, at Borrowers’ own expense any contest of the matters giving rise to the charge that may, in the opinion of Borrowers’independent counsel issued to the affected Lender, and concurred in by counsel to the Lender, have a reasonable chance of success, provided further that the contest would not require the assertion of any position contrary to a position taken by theLender generally with taxing authorities or any other involved parties and that there does not exist any other circumstance that would disadvantage the Lender in the event of such contest, as the affected Lender may determine in its discretion. Theaffected Lender shall offer reasonable participation to Borrowers for the purpose of enabling Borrowers to pursue the contest of such issue, with all expenses, including fees and expenses of the affected Lender’s counsel, to be paid byBorrowers. 

2.11 Change in Legality of LIBOR Loans. Notwithstanding anything to the contrary herein contained, if any change in anyLaw or in interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for a Lender to make or maintain any LIBOR Loan or to give effect to its obligations as contemplatedhereby, then, by written notice to Borrowers, the Lender may (i) declare that LIBOR Loans will not thereafter be made by the Lender hereunder, whereupon Borrowers shall be prohibited from requesting LIBOR Loans from the Lender hereunder unlesssuch declaration is subsequently withdrawn; and (ii) require that all outstanding LIBOR Loans made by it be converted to Prime Rate Loans, in which event (a) all such LIBOR Loans shall be automatically converted to Prime Rate Loans (butwithout imposition of any additional charge that would normally become due under Section 2.10 hereof) as of the effective date of such notice, and (b) all payments and prepayments of principal that would otherwise have been applied torepay the converted LIBOR Loans shall instead be applied to repay the Prime Rate Loans resulting from the conversion of such LIBOR Loans. For purposes of this Section 2.11, a 

 

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notice to Borrowers by the Lender pursuant to this Section shall be effective, if lawful, on the last day of the thencurrent Interest Period; in all other cases, such notice shall be effective on the date of receipt by Borrowers. 

2.12 PrincipalRepayment. 

2.12.1 Maturity Date. All remaining principal amounts outstanding under the Committed Loans shall become due on theMaturity Date or the earlier acceleration of the Committed Loans in accordance with the terms of this Agreement. The principal amount of Competitive Bid Loans shall be paid on the last day of the Interest Period for such Competitive Bid Loans but inno event later than the Maturity Date. 

2.12.2 Net Cash Proceeds from Equity/Debt Issuance. Promptly upon (and in any event notlater than two (2) Business Days after) its receipt thereof, the Borrowers will prepay the outstanding principal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Equity/Debt Issuance and will deliver to theAgent, concurrently with such prepayment, a certificate signed by its chief financial officer in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. 

2.12.3 Net Cash Proceeds from Asset Disposition. Not later than 60 days after its receipt thereof, the Borrowers will prepay the outstandingprincipal amount of the Loans in an amount equal to 100% of the Net Cash Proceeds from any Asset Disposition and will deliver to the Agent, concurrently with such prepayment, a certificate signed by its chief financial officer in form and substancesatisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. 

2.12.4 Allocations of Prepayments. Eachprepayment of the Loans made pursuant to subsections 2.12.2 and 2.12.3 above shall be applied ratably among the Lenders holding Loans in proportion to the principal amount held by each, and with a corresponding reduction to the Commitments asprovided in Section 2.17. Each prepayment made pursuant to subsections 2.12.2 and 2.12.3 above shall be applied to prepay all Prime Rate Loans before any LIBOR Loans or Absolute Rate Loans are prepaid. 

2.13 Prepayment of LIBOR Loans. 

2.13.1 Notice of LIBOR Loan Prepayment. Borrowers may, upon two (2) Banking Days’ prior written notice to Agent, and upon payment of all applicable premiums set forth in Section 2.13.3 hereof, prepay any outstandingLIBOR Loans prior to any Interest Payment Date for such LIBOR Loans, in whole or in part. Each notice of prepayment of any LIBOR Loan shall specify the date and amount of such prepayment and shall be irrevocable. 

2.13.2 Amount of LIBOR Loan Prepayment. Each partial prepayment of any LIBOR Loan shall be in an aggregate principal amount which is the lesser of(i) the then outstanding principal balance of the one or more LIBOR Loans to be prepaid, or (ii) Five Million and No/100 Dollars ($5,000,000.00) or an integral multiple of $1,000,000. Interest on the amount prepaid accrued to theprepayment date shall be paid on such date. 

 

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2.13.3 LIBOR Loan Prepayment Premium. Upon prepayment of any LIBOR Loan on a date other than therelevant Interest Payment Date for such borrowing, Borrowers shall pay to Lenders, in addition to all other payments then due and owing Lenders, premiums which shall be equal to an amount, if any, reasonably determined by Agent to be the differencebetween the rate of interest then applicable to the relevant LIBOR Loan and the yield Lenders would receive upon reinvestment of so much of the relevant LIBOR Loans as is prepaid for the remainder of the term of the relevant LIBOR Loan or Loans.Anything in this Section 2.13.3 to the contrary notwithstanding, the premiums payable upon any such prepayment shall not exceed the amount, if any, determined by Agent to be the difference between the rate of interest then applicable to therelevant LIBOR Loan and the yield that Lenders could receive upon reinvestment in the “Floor Reinvestment” of so much of the relevant LIBOR Loan as is prepaid for the remainder of the term of the relevant LIBOR Loan. For purposes hereof,“Floor Reinvestment” shall mean an investment for the time period from the date of such prepayment to the end of the relevant Interest Period applicable to such LIBOR Loan at an interest rate per annum equal to the federal funds“offered” rate as published in the Wall Street Journal on the date of such prepayment. All determinations, estimates, assumptions, allocations and the like required for the determination of such premiums shall be made by Agent in goodfaith and shall be presumed correct absent manifest error. 

2.14 Prepayment of Prime Rate Loans. Borrower may at any time prepay anyoutstanding Prime Rate Loans prior to the Maturity Date in whole or in part without premium or penalty on one Business Day’s notice in amounts of at least $250,000. 

2.15 Lenders’ Facility Fees. 

2.15.1 [Intentionally omitted]. 

2.15.2 Facility Fee. Borrowers shall pay to Agent for distribution to Lenders Pro Rata an additional facility fee for making the Revolving CreditFacility available. This fee shall be determined by applying the Applicable Facility Fee Margin to the Total Revolving Credit Commitments. The facility fee shall be paid in arrears on the first day of each January, April, July and October,commencing on July 1, 2003. This facility fee is not refundable or proratable. 

2.16 Agent’s Fee. On the Closing Date, andon each subsequent anniversary thereof excepting only an anniversary corresponding to the Maturity Date, Borrowers shall pay to Agent, for its own account, a fee in such amount as shall be agreed upon. 

2.17 Letters of Credit. Subject to the terms and conditions of this Agreement, Lenders’ respective Revolving Credit Commitments may beutilized, upon the request of ALFA, on behalf of the Borrowers, for the issuance by the Issuing Bank of letters of credit (the “Letters of Credit”) for the account of Borrowers for uses that would be permitted for the Committed Loans;provided that in no event shall (i) the aggregate amount of all stated and undrawn amounts under Letters of Credit (the 

 

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“Letter of Credit Liabilities”), together with the sum of the total outstandings under ALFA’s commercialpaper and variable rate demand note programs and the aggregate principal amount of the Loans advanced under the Committed Loan, the Swingline Loan and the Competitive Bid Loans, exceed the amount stated in Section 2.3 hereof, or (ii) theexpiration date of any Letter of Credit extend beyond the Maturity Date applicable to the Committed Loan. The following additional provisions shall apply to Letters of Credit: 

2.17.1 Procedure for Issuance. Borrowers shall give Agent at least three (3) Business Days’ irrevocable prior notice (effective uponreceipt) specifying (i) the Business Day (which shall be no later than thirty (30) days preceding the Maturity Date) each Letter of Credit is to be issued and (ii) which Lender is to be the Issuing Bank and describing in reasonabledetail the proposed terms of such Letter of Credit (including its beneficiary) and the nature of the transactions or obligations proposed to be supported. On the same day that the Agent receives such notice for issuance of Letters of Credit, theAgent shall notify the Lender requested by the Borrowers to issue a Letter of Credit and the other Lender or Lenders of receipt of such notice for issuance of Letters of Credit. If the Lender requested by the Borrowers to issue the Letter of Creditis a Lender other than AmSouth, and such Lender declines to issue such Letter of Credit, or if the Borrowers fail to specify the Lender that is to issue the Letter of Credit, AmSouth shall issue the Letter of Credit requested by the Borrowers andshall be the Issuing Bank with respect thereto. The Issuing Bank (whether the Lender requested by the Borrowers to issue the Letter of Credit or AmSouth) shall issue the Letter of Credit and will make available to the beneficiary thereof theoriginal of such Letter of Credit, as directed by ALFA. ALFA shall be the account party for each Letter of Credit, including Letters of Credit issuable to a beneficiary having a claim or potential claim against a Subsidiary of ALFA. 

2.17.2 Participation Among Lenders. On each day during the period commencing with the issuance by the Issuing Bank of any Letter of Credit anduntil such Letter of Credit shall have expired or been terminated or, if drawn upon, until the resulting obligations of reimbursement (the “Reimbursement Obligations”) have been satisfied in full by Borrowers (whether by a borrowing underthis Agreement or otherwise), the Revolving Credit Commitment of each Lender shall be deemed to be utilized for all purposes of this Agreement (including, but not limited to, the calculation of availability and of the nonuse fee) in an amount equalto such Lender’s Pro Rata Share of the Letter of Credit Liabilities associated with such Letter of Credit. Each Lender (other than the Issuing Bank) agrees that, upon the issuance of any Letter of Credit, it shall automatically be deemed tohave acquired a participation in the Issuing Bank’s liability under such Letter of Credit in an amount equal to such Lender’s Pro Rata Share of such liability, and each Lender (other than the Issuing Bank) thereby shall absolutely,unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Issuing Bank to pay and discharge when due, its Pro Rata Share of the Issuing Bank’s liability under such Letter ofCredit. 

2.17.3 Reimbursement Obligation. Upon receipt from the beneficiary of any Letter of Credit of any demand for payment undersuch Letter of Credit, the Issuing Bank shall promptly notify Agent (if AmSouth is not the Issuing Bank) and ALFA of the amount to be paid by the Issuing Bank as a result of such demand and the date on which payment is to be made by the Issuing Bankto such beneficiary in respect of such demand. Borrowers hereby unconditionally agree to pay and reimburse 

 

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Agent for the account of the Issuing Bank and the other Lenders Pro Rata with respect to the amount of each demand forpayment under such Letter of Credit at or prior to the date on which payment is to be made by the Issuing Bank to the beneficiary under such Letter of Credit, without presentment, demand, protest or other formalities of any kind. Any amounts not sopaid or borrowed as set forth in Section 2.17.4 below shall bear interest at the rate(s) specified in the documents relating to the issuance of the Letter of Credit (the “Letter of Credit Documents”) or, if higher, at the rate(s)specified on the Notes (including the Default Rate, if applicable). 

2.17.4 Means of Reimbursement. Forthwith upon its receipt of anotice referred to in Section 2.17.3 hereof, ALFA shall advise Agent whether or not ALFA, on behalf of Borrowers, intends to obtain a Loan to finance its obligation to reimburse the Issuing Bank for the amount of the related demand for paymentand, if it does, submit a notice of such borrowing as provided in this Agreement. In the event that ALFA fails to so advise Agent, and if ALFA fails to reimburse the Issuing Bank for a demand for payment under a Letter of Credit by the date of suchpayment, Agent shall give each Lender prompt notice of the amount of the demand for payment, specifying such Lender’s Pro Rata Share of the amount of the related demand for payment, and Borrowers shall be deemed in default hereunder forbreaching Section 2.17.3 above. 

2.17.5 Payments by Lenders. Each Lender (other than the Issuing Bank) shall pay to Agent forthe account of the Issuing Bank in Dollars and in immediately available funds, such Lender’s Pro Rata Share of any payment under a Letter of Credit upon notice by Agent to such Lender requesting such payment and specifying such amount asprovided in Section 2.17.4. Each such Lender’s obligation to make such payments to Agent for the account of the Issuing Bank under this Section 2.17.5, and the Issuing Bank’s right to receive the same, shall be absolute andunconditional and shall not be affected by any circumstance whatsoever, including the failure of any other Lender to make its payment under this Section 2.17.5, the financial condition of Borrowers, the existence of any Unmatured Default orEvent of Default or the termination of the Revolving Credit Commitments. Each such payment to the Issuing Bank shall be made without any offset, abatement, withholding or reduction whatsoever; provided, nothing contained in the foregoing shall limitthe Issuing Bank’s liability for its gross negligence or willful misconduct in improperly honoring a draft drawn under a Letter of Credit. 

2.17.6 Settlement Among Lenders. Upon the making of each payment by a Lender to the Issuing Bank pursuant to Section 2.17.5 above in respect of any Letter of Credit, such Lender shall, automatically and without any furtheraction on the part of Agent, the Issuing Bank or such Lender, acquire (i) a participation in any amount equal to such payment in the Reimbursement Obligation owing to the Issuing Bank by Borrowers under this Agreement and under the Letter ofCredit Documents relating to such Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Pro Rata Share in any interest or other amounts payable by Borrowers under such Letter of Credit Documents and the otherCredit Documents in respect of such Reimbursement Obligation. Upon receipt by the Issuing Bank from or for the account of Borrowers of any payment in respect of any Reimbursement Obligation or any such interest or other amount (including by way ofset-off or application of proceeds of any collateral security) the Issuing Bank shall promptly pay to Agent for the account of each Lender who shall have previously assumed a participation in such payment under 

 

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clause (ii) above, such Lender’s Pro Rata Share of such payment, each such payment by the Issuing Bank to bemade in the same money and funds in which received by the Issuing Bank. In the event any payment received by the Issuing Bank and so paid to Lenders is rescinded or must otherwise be returned by the Issuing Bank, each Lender shall, upon the requestof the Issuing Bank (through Agent), repay to the Issuing Bank (through Agent) the amount of such payment paid to such Lender, with interest at the rate specified in Section 2.17.10. 

2.17.7 Letter of Credit Fee. Borrowers shall pay to Agent for the account of each Lender a letter of credit fee in respect of each Letter ofCredit on the daily average undrawn face amount of such Letter of Credit for the period from and including the date of issuance of such Letter of Credit to and including the date such Letter of Credit is drawn in full, expires or is terminated (suchfee to be non-refundable, to be paid in arrears on the first day of each calendar quarter and on the Maturity Date applicable to the Committed Loan and to be calculated, for any day, after giving effect any payments made under such Letter of Crediton such day) in an amount equal to the Applicable LIBO Rate Margin(s) in effect during the relevant period. In addition, for each Letter of Credit that is issued (and all renewals thereof), the Borrowers agree to pay to the Agent in advance, for thesole account of the Issuing Bank, an issuance or renewal fee, as the case may be, equal to one-eighth of one percent (1/8%) per annum on the stated amount of the Letter of Credit being issued or renewed. Such feeshall be payable in advance on the date of issuance or renewal, as the case may be. All calculations of Letter of Credit fees shall be based on a 360 day year counting the actual number of elapsed days. 

2.17.8 Letter of Credit Information. Upon the request of any Lender from time to time, the Issuing Bank shall deliver any information reasonablyrequested by such Lender with respect to each Letter of Credit then outstanding. 

2.17.9 Conditions Relating to Letters of Credit.The issuance by the Issuing Bank of each Letter of Credit shall be subject, in addition to the conditions precedent set forth in Article III hereof (as though the issuance of the Letter of Credit were the making of a Loan), to the conditionsprecedent that (i) such Letter of Credit shall be in such form, contain such terms and support such transactions as shall be satisfactory to the Issuing Bank consistent with its then current practices and procedures with respect to letters ofcredit of the same type and (ii) Borrowers shall have executed and delivered such applications, agreements and other instruments relating to such Letter of Credit as the Issuing Bank shall have reasonably requested consistent with its thencurrent practices and procedures with respect to letters of credit of the same type; provided that in the event of any conflict between any such application, agreement or other instrument and the provisions of this Agreement, the provisions of thisAgreement shall control. 

2.17.10 Payments Among Lenders. In the event that any Lender fails to pay any amount required to be paidpursuant to this Section 2.17 when due, such Lender shall pay interest to the Issuing Bank (through Agent) on such amount from and including such due date to but excluding the date such payment is made (i) during the period from andincluding such due date to but excluding the date three Business Days thereafter, at a rate per annum equal to the federal funds rate (as in effect from time to time as determined by Agent) and (ii) thereafter, at a rate per annum equal to thePrime Rate plus 2.0%. 

 

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2.17.11 Modifications. The issuance by the Issuing Bank of any modification or supplement to anyLetter of Credit shall be subject to the same conditions applicable under this Section 2.17 to the issuance of new Letters of Credit, and no such modification or supplement shall be issued unless either (x) the respective Letter of Creditas affected by such action would have complied with such conditions had it originally been issued in such modified or supplemented form or (y) each Lender shall have consented to such modification or supplement. 

2.17.12 Absolute Obligations of Borrowers. The obligations of Borrowers under this Section 2.17 shall be unconditional and absolute and shallnot be affected, modified or impaired, upon the happening at any time or from time to time of any event, including any of the following, whether or not with notice to or the consent of Borrowers: 

2.17.12(a) the compromise, settlement, release, modification, amendment (whether material or otherwise) or termination of any or all of the obligations,conditions covenants or agreements of any Person in respect of any of the Credit Documents; 

2.17.12(b) the occurrence, or the failure byAgent, any Lender or any other Person to give notice to Borrowers of the occurrence, of any Event of Default or any default under any of the other Credit Documents; 

2.17.12(c) the waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements of any Person contained in any of the Credit Documents; 

2.17.12(d) the extension of the time for performance of any other obligations, covenants or agreements of any Person under or arising out of any of theCredit Documents; 

2.17.12(e) the taking or the omission of any of the actions referred to in any of the Credit Documents; 

2.17.12(f) any failure, omission or delay on the part of Agent, any Lender, Borrowers or the beneficiary of any Letter of Credit to enforce, assert orexercise any right, remedy, power or privilege conferred by this Agreement or any of the Credit Documents, or any other act or acts on the part of Agent, any Lender, Borrowers or the beneficiary of any Letter of Credit; 

2.17.12(g) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets of, the marshaling ofassets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings which affect, Borrowers or any otherparty to any of the Credit Documents; 

 

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2.17.12(h) any lack of validity or enforceability of this Agreement, any Letter of Credit or any otherCredit Document, or any allegation of invalidity or unenforceability or any contest of such validity or enforceability; 

2.17.12(i) theexistence of any claim, set-off, defense or other right which Borrowers may have at any time against Agent, any Lender or any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom the Lender or any suchbeneficiary or transferee may be acting), or any other Person, whether in connection with this Agreement or any of the other Credit Documents or any of the transactions contemplated by any Credit Document or any unrelated transaction; 

2.17.12(j) any statement in any certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid orinsufficient in any respect or any such statement being untrue or inaccurate in any respect whatsoever; 

2.17.12(k) payment by the IssuingBank under any Letter of Credit against presentation of a demand or certificate which does not comply with the terms of such Letter of Credit; 

2.17.12(1) the release or discharge by operation of law of Borrowers from the performance or observance of any obligation, covenant or agreement contained in any of the Credit Documents; or 

2.17.12(m) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing. 

2.17.13 Indemnification. Without affecting Borrowers’ liability under any other provision of this Agreement, Borrowers agree to indemnifyeach of the Issuing Bank, Agent and Lenders and their respective affiliates, directors, officers, employees, attorneys and agents from, and hold each of them harmless against, any and all losses, liabilities, damages or expenses incurred by any ofthem in connection with or by reason of any actual or threatened investigation, litigation or other proceeding (including, in respect of the Issuing Bank and Agent, any such investigations, litigation or other proceeding between the Issuing Bank orAgent and any Lender) relating to (a) the execution and delivery of any Letter of Credit; (b) the use of the proceeds of any drawing under any Letter of Credit; or (c) the transfer or substitution of, or payment or failure to payunder, any Letter of Credit, including the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding, but excluding damages, losses, liabilities or expenses to the extent, butonly to the extent, incurred by reason of the willful misconduct or gross negligence of the Issuing Bank in determining whether a document presented under any Letter of Credit complies with the terms of such Letter of Credit. It shall not be acondition to any such indemnification that the Issuing Bank, Agent or any Lender shall be a party to any such investigations, litigation or other proceeding. Nothing in this Section 2.17.13 is intended to limit Borrowers’ paymentobligations under this Agreement. 

2.17.14 Assumption of Risk. Borrowers assume all risks of the acts or omissions of anybeneficiary of any Letter of Credit with respect to the use of the Letter of Credit. None of Agent, any Lender nor any of their respective affiliates, officers, directors, employees, attorneys or agents shall 

 

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be liable or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or omissions ofany beneficiary of any Letter of Credit in connection with such Letter of Credit; (b) the validity, sufficiency or genuineness of documents presented to the Issuing Bank, or of any endorsement on such documents, even if such documents should infact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Issuing Bank against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of anydocuments to bear any reference or adequate reference to such Letter of Credit; or (d) any other circumstances whatsoever in making or failure to make payment under any Letter of Credit; provided that Borrowers shall have a claim against theIssuing Bank to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by Borrowers which Borrowers prove were caused by the Issuing Bank’s willful misconduct or gross negligence in determining whethera document presented under any Letter of Credit complies with the terms of such Letter of Credit. In furtherance and not in limitation of the foregoing, the Issuing Bank may accept documents that appear on their face to be in order, withoutresponsibility for further investigation, regardless of any notice or information to the contrary. 

2.17.15 Reserves. The Borrowersacknowledge that each Issuing Bank will be required by applicable rules and regulations of the Federal Reserve Board to maintain reserves for its liability to honor draws made pursuant to a Letter of Credit notwithstanding the obligation of theLenders for a participation in such Letter of Credit Liabilities. The Borrowers agree to reimburse the Issuing Bank promptly for all additional costs incurred by reason of any Regulatory Change that the Issuing Bank may hereafter incur solely byreason of its acting as issuer of the Letters of Credit and its being required to reserve for such liability, it being understood by the Borrowers that other interest and fees payable under this Agreement do not include compensation of the IssuingBank for such reserves. Each Issuing Bank shall furnish to the Borrowers, at the time of such Issuing Bank’s demand for payment of such additional costs, the computation of such additional cost, which shall be conclusive absent demonstrableerror, provided that such computations are made on a reasonable basis. The Borrowers shall pay to the Issuing Bank administrative and other fees, if any, in connection with the Letters of Credit in such amounts and at such times as the Issuing Bankand the Borrowers shall agree from time to time. 

2.18 Swingline Loans. The Swingline Lender hereby agrees to extend to BorrowersSwingline Loans in the aggregate amount not to exceed Ten Million and No/100 Dollars ($10,000,000.00), on the following terms and conditions. 

2.18.1 Use of Proceeds of Swingline Loans. Borrowers may use the proceeds of Swingline Loans for any purpose permitted for the proceeds of the Loans under Section 2.4 of this Agreement. 

2.18.2 Swingline Note. The Swingline Loans shall be evidenced by the Swingline Note. 

 

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2.18.3 Funding of Swingline Loans Advanced Pursuant to Borrowing Notices. 

2.18.3(a) Applicability. Except for Swingline Loans made pursuant to Account Agreements as provided in Section 2.18.4 hereof, the funding ofSwingline Loans shall be subject to this Section 2.18.3. 

2.18.3(b) Borrowing Notices. As long as Borrowers meet the conditionsfor funding stated in this Agreement, ALFA, on behalf of Borrowers, may submit requests for Swingline Loans (“Swingline Borrowing Notices”) to the Swingline Lender. All requests shall be made in writing (or by telephone, subject to suchsecurity procedures as the Swingline Lender may require from time to time, provided that all telephonic notices shall be confirmed by written Swingline Borrowing Notices within one (1) Business Day) and shall specify the proposed date of therequested disbursement and the aggregate amount of such disbursement. Each Swingline Borrowing Notice shall irrevocably obligate Borrowers to accept the Swingline Loan requested thereby. Swingline Borrowing Notices shall be in such form as theSwingline Lender may from time to time require. 

2.18.3(c) Funding of Swingline Loans. The Swingline Lender shall fund SwinglineLoans on the Banking Day of the Swingline Lender’s receipt of the Swingline Borrowing Notice. All funds shall be disbursed directly into an account maintained by Borrower with the Swingline Lender. Borrowers agree that if the Swingline Lenderelects to fund any requested Swingline Loan(s) sooner after requested than is required hereunder, the Swingline Lender may nevertheless use the entire response period allowed hereunder upon receipt of any subsequent request, at its sole option.

2.18.4 Funding of Swingline Loans Advanced Pursuant to Cash Management Accounts. Borrower may have in effect from time to timeseparate agreements with the Swingline Lender or its affiliates (“Account Agreements”) establishing cash management procedures that may involve the automatic disbursement of Swingline Loans. The Account Agreements may be established usingstandardized forms that do not address the specific circumstances of the Swingline Loan. To resolve potential inconsistencies between this Agreement and Account Agreements, the terms of this Agreement and of Account Agreements shall relate to oneanother as follows: 

2.18.4(a) Funding and Payment Procedures Controlled by Account Agreements. The Account Agreements shall controlthis Agreement as to (i) Section 2.18.3 hereof regarding funding procedures, and (ii) Interest Payment Dates, to the extent that an Account Agreement may provide for such payment more frequently than otherwise required under thisAgreement. 

2.18.4(b) Certain Provisions Controlled by this Agreement. Notwithstanding any provision of an Account Agreement to thecontrary, except as provided above in Section 2.17.4(a) hereof, the provisions of this Agreement shall control any Account Agreement to the extent that an Account Agreement may be inconsistent with this Agreement. 

2.18.4(c) Continuing Warranty Under Account Agreements. Because Account Agreements may provide for the making of Swingline Loans without formaldraw requests from Borrowers, Borrowers agree that Borrowers’ warranty under Section 2.18.5 hereof as to the satisfaction of all 

 

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conditions to the right to receive Swingline Loans shall be a continuing one during any period that such an AccountAgreement may be in effect. Therefore, any Swingline Loans funded by the Swingline Lender pursuant to an Account Agreement after the failure of a condition stated in Article III hereof shall be deemed made upon the affirmative misrepresentation ofBorrowers unless the Swingline Lender has received written notice of and waived the failed condition in writing. 

2.18.5 ImpliedRepresentations Upon Request for Swingline Loan. Upon making any request for a Swingline Loan, Borrowers shall be deemed to have warranted to the Swingline Lender that all conditions to funding are satisfied as of the submission of the requestto the Swingline Lender. 

2.18.6 Advance Not Waiver. The Swingline Lender’s making of any Swingline Loan that it is notobligated to make under any provision of Article III hereof or any other provision hereof shall not be construed as a waiver of the Swingline Lender’s right to withhold future Swingline Loans, notify Agent of an Event of Default, or otherwisedemand strict compliance with this Agreement. 

2.18.7 Interest. Interest shall be charged and paid on each Swingline Loan asfollows: 

2.18.7(a) Rate of Interest. Interest shall accrue on Swingline Loans at an annual rate equal to the Prime Rate, said rateto change contemporaneously with any change in the Prime Rate or such other rate mutually agreeable to Borrowers and the Swingline Lender. 

2.18.7(b) Calculation of Interest. Interest shall be computed on the basis of a 360-day year counting the actual number of days elapsed. 

2.18.7(c) Payment of Interest. Interest shall be due and payable in arrears without notice on each Interest Payment Date. 

2.18.7(d) Default Rate. Notwithstanding the foregoing, upon the occurrence of an Event of Default and during the continuation of such Event of Default until it is cured or waived, interest shall be charged atthe Default Rate, regardless of whether the Swingline Lender has elected to exercise any other remedies available to it, including, without limitation, acceleration of the maturity of the outstanding principal of the Swingline Loans. All suchinterest shall be paid at the time of and as a condition precedent to the curing of any such Event of Default to the extent any right to cure is given in this Agreement. 

2.18.7(e) Usury Savings Provision. It is the intention of the parties that all charges under or in connection with this Agreement and the Obligations, however denominated, and including (without limitation) allinterest, commitment fees, late charges and loan charges, shall be limited to the Maximum Lawful Amount. Such charges hereunder shall be characterized and all provisions of the Credit Documents shall be construed as to uphold the validity of chargesprovided for therein. If for any reason whatsoever, however, any charges paid or contracted to be paid in respect of the Swingline Loans shall exceed the Maximum Lawful Amount, then, ipso facto the obligation to pay such interest and/or othercharges shall be reduced to the Maximum Lawful Amount in effect from 

 

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time to time, and any amounts collected by Lender that exceed the Maximum Lawful Amount shall be applied to the reductionof the principal balance of the Swingline Loans and/or refunded to Borrowers so that at no time shall the interest or loan charges paid or payable in respect of the Swingline Loans exceed the Maximum Lawful Amount. This provision shall control everyother provision herein and in any and all other agreements and instruments now existing or hereafter arising between Borrowers and the Swingline Lender with respect to the Swingline Loans. 

2.18.8 Repayment of Principal. All remaining principal, interest and expenses outstanding under the Swingline Loans shall become due in full onthe Maturity Date or the earlier acceleration of the Committed Loan in accordance with the terms of this Agreement. Borrowers may at any time prepay any outstanding Swingline Loans in whole or in part without premium or penalty. 

2.18.9 Procedures Among Lenders Upon Event of Default. Upon the occurrence of an Event of Default, Lenders shall acquire participation interestsin the outstanding Swingline Loans as necessary to cause each Lender to own a Pro Rata interest in the outstanding Swingline Loans, pursuant to such documentation as Agent may deem necessary. The obligation of each Lender to acquire such aparticipation interest shall be unconditional and, without limiting the foregoing, shall remain in effect irrespective of (i) the occurrence of any Event of Default or Unmatured Default, (ii) the financial condition of Borrowers, theAgent, the Swingline Lender or any other Lender or (iii) the termination or cancellation of the Commitments (provided that such Swingline Loan was made prior to the date of such termination or cancellation). The Swingline Loans shall thereafterbe administered by Lenders and Agent as though the Swingline Loans were amounts outstanding under the Committed Loan. Additionally, to this end, upon the occurrence and continuation of an Event of Default, Agent may, in its discretion, and withoutBorrowers’ consent, cause an advance to be made under the Revolving Credit Facility sufficient to repay the outstanding Swingline Loans, even if an Event of Default is then outstanding. 

2.19 Reduction of Commitments. 

2.19.1 Voluntary Reduction. At any time and from time to time after the Closing Date, upon not less than one (1) Business Day’s prior written notice to the Agent, the Borrowers may terminate in whole or reduce in part theCommitments, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 or, if greater, an integral multiple thereof. The amount of any termination or reduction made under this subsection 2.19.1 maynot thereafter be reinstated. 

2.19.2 Mandatory Reduction. The Commitments shall, on each date upon which a prepayment of the Loansis required under subsections 2.12.2 and 2.12.3, be automatically and permanently reduced by an amount equal to the amount of such required prepayment. 

2.19.3 Ratable Reduction. Each reduction of the Commitments pursuant to this Section 2.19 shall be applied ratably among the Lenders according to their respective Commitments. 

2.20 Withholding Tax Exemption. Each Lender that is not incorporated or organized under the laws of the United States of America, or a statethereof, shall, on or before the date such Lender 

 

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becomes a party to this Agreement, deliver to each of ALFA and the Agent two duly completed copies of United StatesInternal Revenue Service Form 1001 or 4224, certifying in either case that such Lender is entitled to receive payments under this Agreement and such Lender’s Note without deduction or withholding of any United States federal income taxes. EachLender that so delivers a Form 1001 or 4224 further undertakes to deliver to each of ALFA and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar yearsfor Form 1001 and one calendar year for Form 4224), becomes obsolete or otherwise is required to be resubmitted as a condition to obtaining an exemption from a required withholding or deduction of United States federal income tax or after theoccurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by ALFA or the Agent, in each case certifying that such Lender isentitled to receive payments under this Agreement and such Lender’s Note without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) hasoccurred after the Closing Date and prior to the date on which any such delivery would otherwise be required that renders all such forms inapplicable or that would prevent such Lender from duly completing and delivering any such form with respect toit and such Lender promptly advises ALFA and the Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. 

**III. CONDITIONS PRECEDENT**

3.1 Conditions to Initial Advance. Lendersshall not be obligated to make their initial Loans pursuant to this Agreement unless and until Borrowers satisfy the following conditions: 

3.1.1 Credit Documents. Borrowers shall have delivered to Agent the following documents, fully executed and in form and substance acceptable to Agent: 

3.1.1(a) Credit Agreement. This Agreement. 

3.1.1(b) Notes. The Notes made by Borrowerspayable to the order of the respective Lenders in the maximum principal amounts of the Lenders’ respective Revolving Credit Commitments and the Swingline Note. 

3.1.1(c) Charters. Certified copies of the Borrowers’ corporate charters and all amendments thereto, issued by the Secretaries of State for their states of domicile. 

3.1.1(d) Bylaws. Certified copies of Bylaws for the Borrowers. 

3.1.1(e) Certificates of Good Standing. Certificates of good standing or existence, as applicable, issued as to the Consolidated Entities by the Secretaries of State for the states of their domicile.

 

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3.1.1(f) Foreign Qualification. Within 60 days of the Closing Date, Certificates of Qualificationissued by the Secretaries of State for each state in which a Consolidated Entity is required to qualify as a foreign corporation. 

3.1.1(g)Resolutions. Certified copies of Resolutions authorizing the execution of all applicable Credit Documents on behalf of Borrowers. 

3.1.1(h) Opinions of Borrowers’ Counsel. Opinions of counsel to the Consolidated Entities addressed to Agent and Lenders, addressing matters reasonably required by Lenders, Agent and their counsel. 

3.1.1(i) UCC Searches. UCC search reports on Borrowers from such jurisdictions and filing offices as Lenders and Agent may require. 

3.1.1(j) Closing Statement and Funding of Expenses. Loan Closing Statement describing expenses and fees due in connection with the closing of theLoans and payment thereof in immediately available funds. 

3.1.1(k) Other Documents. Such other documents as Lenders or Agent mayreasonably require. 

3.1.1(l) Completion of Exhibits and Schedules. The completion of all exhibits and schedules to this Agreement,which shall be satisfactory to Agent, in its sole discretion. 

3.1.2 Additional Conditions. Borrowers shall have satisfied thefollowing additional conditions, to Lenders’ and Agent’s satisfaction: 

3.1.2(a) Warranties. All warranties made in theCredit Documents must be true in all material respects and shall be true in all material respects taking into account the funding of the requested Loan. 

3.1.2(b) Covenants. All covenants made in the Credit Documents must have been complied with and shall have been complied with taking into account the funding of the requested Loan. 

3.1.2(c) Absence of Unmatured Default. No Event of Default or Unmatured Default shall exist under this Agreement. 

3.1.2(d) No Adverse Change. There must be no Material Adverse Change since the date of the Financial Statements. 

3.1.2(e) Ownership Structure. Lenders’ satisfaction upon a review of ALFA’s present corporate structure as set forth in Schedule 5.25hereof. 

3.2 Conditions to Subsequent Loans. Lenders shall not be obligated to make any Loan unless all of the following conditionsare satisfied as of the time of the request and of funding: 

 

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3.2.1 Conditions to Initial Advance. All of the conditions in Section 3.1 hereof must havebeen satisfied; provided, however, Section 3.1.2(d) shall not be applicable to subsequent Loans. 

3.2.2 Warranties. Allwarranties made in the Credit Documents must be true in all material respects and shall be true in all material respects taking into account the funding of the requested Loan. 

3.2.3 Covenants. All covenants made in the Credit Documents must have been complied with and shall have been complied with taking into account thefunding of the requested Loan. 

3.2.4 Absence of Unmatured Default. No Event of Default or Unmatured Default shall exist under thisAgreement. 

3.3 Participating Entity. The Agent shall also have received on or before any date after the Closing Date on which aPerson becomes a Participating Entity (i) a copy of resolutions of the Board of Directors and, if necessary, the shareholders, partners or members of such person certified as in full force and effect on the date thereof by the Secretary orAssistant Secretary of such person, authorizing such person’s execution, delivery and performance of, the Credit Documents and all other agreements and instruments that this Agreement requires to be executed, delivered and performed by suchperson; (ii) a copy of the organizational documents of such person, certified as true and correct on and as of the date on which Credit Documents are executed and delivered by such person; (iii) certificates of good standing with respectto such person from the appropriate Governmental Authorities in the jurisdiction under the laws of which such person is incorporated or formed; (iv) an opinion of counsel to such person consistent with the form of the opinions of counsel to theBorrowers previously delivered (with such changes therein as are appropriate in the circumstances) as to the execution and delivery by such person of the Credit Documents and other matters related thereto; (v) fully executed copies of allCredit Documents that this Agreement requires to be executed or delivered (or both) by such person (including a fully executed Assumption Agreement); and (vi) such additional supporting documents as the Agent, its counsel or the RequiredLenders may reasonably request. 

**IV. REPRESENTATIONS AND WARRANTIES**

Each of the Borrowers represents and warrants to Lenders and Agent that: 

4.1 Capacity. Each Consolidated Entity is a corporation or other entity, and is duly organized, validly existing and in good standing under thelaws of the state of its domicile. Each Consolidated Entity is qualified or authorized to do business in all jurisdictions in which its ownership of property or conduct of business requires such qualification or authorization or where the failure tobe so qualified or authorized would not have a Material Adverse Effect. Each Consolidated Entity has the power and authority to own its Properties and to carry on its business as now being conducted and as proposed to be conducted after theexecution hereof, to execute and deliver this Agreement and the other Credit Documents, and to perform its obligations hereunder and under the other Credit Documents. 

 

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4.2 Authorization. The execution, delivery and performance of this Agreement and the other CreditDocuments by each Consolidated Entity executing such documents has been duly authorized by all requisite action. 

4.3 BindingObligations. This Agreement is and the other Credit Documents, when executed and delivered to Lender, will be, legal, valid and binding upon each Consolidated Entity who is a party thereto, enforceable in accordance with its respective terms,subject only to principles of equity and laws applicable to creditors generally, including bankruptcy laws. 

4.4 No Conflicting Law orAgreement. The execution, delivery and performance of this Agreement and the other Credit Documents by each Consolidated Entity does not constitute a breach of or default under, and will not violate or conflict with, any provisions of thecorporate charter or other constituent documents of a Consolidated Entity; any contract, financing agreement, lease, or other agreement to which a Consolidated Entity is a party or by which its Properties may be affected, the violation of whichcould have a Material Adverse Effect; or any Law to which a Consolidated Entity is subject or by which its Properties may be affected, the violation of which could have a Material Adverse Effect; nor will the same result in the creation orimposition of any Encumbrance upon any Property of any Consolidated Entity, other than those contemplated by the Credit Documents. 

4.5No Consent Required. The execution, delivery, and performance of this Agreement and the other Credit Documents by the Consolidated Entities do not require the consent or approval of or the giving of notice to any Person (including anyrequired approval or consent from the Alabama Department of Insurance with respect to AIC, General and Life) except for those consents which have been duly obtained and are in full force and effect on the date hereof and others, if any, which bytheir omission could not result in a Material Adverse Effect. 

4.6 Financial Statements. The Financial Statements and the unauditedconsolidated balance sheet, income statement and statement of cash flows for ALFA dated March 31, 2003 delivered by ALFA to the Agent are complete and correct, have been prepared in accordance with GAAP, and present fairly the financialcondition and results of operations of the Consolidated Entities as of the date and for the period stated therein, subject to year-end adjustments. No Material Adverse Change has occurred since the date of the Financial Statements. Borrowersacknowledge that Lenders have advanced (or shall advance) the Loans in reliance upon the Financial Statements. 

4.7 Fiscal Year.Each Consolidated Entity’s fiscal year ends on December 31 of each year. 

4.8 Litigation. Except as disclosed on Schedule4.8 hereto, (i) there is no litigation, arbitration, legal or administrative proceeding, tax audit, investigation, or other action or proceeding of any nature pending against any Consolidated Entity or any of its Properties, and (ii) thereis no 

 

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litigation, arbitration, legal or administrative proceeding, tax audit, investigation, or other action or proceeding ofany nature threatened in writing against a Consolidated Entity which, if adversely determined, could have a Material Adverse Effect. No Consolidated Entity is subject to any outstanding court, arbitral or administrative order, writ or injunction. Tothe Best of Borrowers’ Knowledge, no facts exist under which third parties have unasserted claims against any Consolidated Entity which, if adversely determined, could have a Material Adverse Effect. 

4.9 Taxes: Governmental Charges. Each Consolidated Entity has filed or caused to be filed or has lawfully extended the deadline for filing all taxreturns and reports required to be filed. Each Consolidated Entity has paid, or made adequate provision for the payment of, all Taxes that have or may have become due pursuant to such returns or otherwise, or pursuant to any assessment received byit, except such Taxes, if any, as are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided. No extension of time for the assessment of federal, state or local taxes of any Consolidated Entity isin effect or has been requested, except as disclosed in Schedule 4.9 hereto. Each Consolidated Entity has timely made all required remittances of withholding deposits and other assessments against payroll expenditures. 

4.10 Title to Properties. Each Consolidated Entity has good and marketable title to its Properties, free and clear of all Encumbrances except forPermitted Encumbrances. 

4.11 No Default. No Consolidated Entity is in default in any respect that affects its business, Properties,operations, or condition, financial or otherwise, under any indenture, mortgage, deed of trust, obligation to equity holders, credit agreement, note, agreement, lease, sale agreement or other instrument to which any Consolidated Entity is a party orby which its Properties are bound, which default could have a Material Adverse Effect. To the Best of Borrowers’ Knowledge, no other party to any contract with any Consolidated Entity under which a default could have a Material Adverse Effectis in default or breach thereof and no circumstances exist which, with the giving of notice and/or the passing of time would constitute such default or breach. No Event of Default or Unmatured Default exists under this Agreement. 

4.12 Compliance with Laws. No Consolidated Entity is in violation of any Law to which it, its business or any of its Properties are subject, theviolation of which would likely have a Material Adverse Effect. Each Consolidated Entity has obtained all licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its Properties or to the conduct of itsbusiness, except for those which, if not obtained, could not have a Material Adverse Effect. All such required material licenses are in full force and effect on the date hereof and have not been revoked or suspended or otherwise limited. 

4.13 ERISA. No ERISA Event has occurred with respect to any Plan. 

4.14 Full Disclosure of Material Facts. Borrowers have fully advised Lenders of all matters involving the financial condition, business,operations and Properties of the Consolidated Entities that would be reasonably expected to have a Material Adverse Effect. No information, exhibit, or report furnished or to be furnished by Borrowers to Lenders in connection with this Agreement

 

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contains, as of the date thereof, any misrepresentation of fact or failed or will fail to state any material fact, theomission of which would render the statements therein materially false or misleading. 

4.15 Investment Company Act. No ConsolidatedEntity is an “investment company” under the Investment Company Act of 1940, as amended. 

4.16 [Intentionally Omitted].

4.17 Solvency. Each Consolidated Entity is Solvent as of the date hereof and will remain Solvent upon the consummation of thetransactions contemplated hereby. 

4.18 Subsidiaries. ALFA has no Subsidiaries, except for those listed on Schedule 5.25 hereto,which schedule further describes the present ownership of each Subsidiary. 

4.19 Ownership of Patents, Licenses, Etc. TheConsolidated Entities own all licenses, permits, franchises, registrations, patents, copyrights, trademarks, trade names or service marks, or the rights to use the foregoing, that are necessary for the continued operation of their business exceptfor such licenses, etc., which, if not held or owned, could not have a Material Adverse Effect. 

4.20 Environmental Compliance. EachConsolidated Entity has duly complied with, and their Properties are owned and operated in compliance with, all Environmental Laws, the violation of which could have a Material Adverse Effect. There have been no citations, notices or orders ofnon-compliance issued to any Consolidated Entity or, to the Best of Borrowers’ Knowledge, relating to their business or Properties pursuant to any Environmental Law that could have a Material Adverse Effect. Each Consolidated Entity hasobtained all required federal, state and local licenses, certificates or permits relating to them and their Properties as required by applicable Environmental Laws, except for those which, if not obtained, could not have a Material Adverse Effect

4.21 Labor Matters. No Consolidated Entity is subject to any collective bargaining agreements or any decrees or orders requiringthem to recognize, deal with or employ any Person. No demand for collective bargaining has been asserted against any Consolidated Entity by any union or organization. No Consolidated Entity has experienced any strike, labor dispute, slowdown or workstoppage due to labor dispute and, to the Best Knowledge of Borrowers, there is no such strike, dispute, slowdown or work stoppage threatened against any Consolidated Entity that could have a Material Adverse Effect. All Consolidated Entities are incompliance in all material respects with the Fair Labor Standards Act of 1938, as amended. 

4.22 Regulation U. No ConsolidatedEntity is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System). No proceeds of any Loan will be used topurchase or carry any margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System) in violation of applicable law, including, without limitation, Regulation U issued by the Board of Governors ofthe Federal Reserve System. 

 

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**V. AFFIRMATIVE COVENANTS**

Each of the Borrowers covenants that, during the term of this Agreement (and thereafter where expressly stated herein): 

5.1 Payment of Obligations. Borrowers shall pay all amounts owed under the Obligations when due. 

5.2 Maintenance of Existence and Business. Each Consolidated Entity shall maintain its fundamental existence, name, rights, and franchises, andshall maintain its qualification and good standing in all states in which such qualification is necessary, and shall continue to operate in the same type of business as such Consolidated Entity engages in as of the date hereof. 

5.3 Financial Statements and Reports. ALFA shall furnish to Agent the following, all of which must be in form and substance satisfactory toLenders: 

5.3.1(a) ALFA Quarterly Financial Reports. As soon as available, and in any event by the forty-fifth (45th) day ofeach fiscal quarter, ALFA shall deliver or make available by electronic means to Agent a copy of ALFA’s 10-Q as filed with the Securities and Exchange Commission or if such filing is no longer required, a consolidated balance sheet, incomestatement and statement of cash flows of ALFA and its Consolidated Entities for and as of the end of the preceding fiscal quarter, certified by ALFA’s President or Chief Financial Officer to be complete and correct and to present fairly, inaccordance with GAAP (excluding year-end adjustments and required footnote disclosures), the consolidated financial condition of ALFA and its Consolidated Entities as of the date of such statements and the consolidated results of its operations andits cash flow for such period. Supplemental to such basic financial statements, ALFA shall deliver to Agent calculations of all financial ratios; and the certification of ALFA’s President, Executive Vice President or Chief Financial Officer asto the absence of any Event of Default or Unmatured Default. 

5.3.1(b) Quarterly Reports of Financial. As soon as available and inany event by the forty-fifth (45th) day of each fiscal quarter, Financial shall deliver to the Agent financialstatements (including a balance sheet, an income statement and a statement of cash flows) of Financial for such fiscal quarter, internally prepared and certified by the Chief Financial Officer of Financial that such financial statements wereprepared in accordance with generally accepted accounting principles, applied on a consistent basis, and present fairly the financial condition and results of operations of Financial for the periods covered. 

5.3.2(a) ALFA Annual Financial Reports. As soon as available, and in any event within ninety (90) days after the end of each fiscal year,ALFA shall deliver or make available by electronic means to Agent a copy of ALFA’s 10-K as filed with the Securities and Exchange Commission or if such filing is no longer required, the audited consolidated balance sheet of ALFA and itsConsolidated Entities as of the end of such year and the related audited consolidated statements of 

 

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income, retained earnings and cash flows for such year, together with supporting schedules, all such statements preparedin accordance with GAAP and accompanied by an unqualified audit report prepared by an independent “big five” certified public accountant acceptable to Agent showing the consolidated financial condition of ALFA and its Consolidated Entitiesat the close of such year and the consolidated results of its operations, changes in its retained earnings and its cash flows for such year. Supplemental to the audited year-end financial statements, ALFA shall deliver to Agent calculations of allfinancial ratios as determined based upon the audited financial statements and the certification of Borrower’s President, Executive Vice President or Chief Financial Officer as to the absence of any Event of Default or Unmatured Default.

5.3.2(b) Annual Reports of Financial. As soon as available and in any event by the ninetieth (90th) day of each fiscal year, Financial shall deliver to the Agent financial statements (including a balance sheet, an income statement and astatement of cash flows) of Financial for such fiscal year, internally prepared and certified by the Chief Financial Officer of Financial that such financial statements were prepared in accordance with generally accepted accounting principles,applied on a consistent basis, and present fairly the financial condition and results of operations of Financial for the periods covered. 

5.3.3 Owner Mailings. Promptly upon the sending thereof, ALFA shall deliver to Agent a copy of each statement, report or notice sent to its shareholders. 

5.3.4 Accountant Reports. Promptly upon the receipt thereof ALFA shall deliver to Agent a copy of each other report (other than work papers) submitted to ALFA or any Subsidiary by its accountants in connectionwith any annual, interim or special audit made by them including, but not limited to, all management letters issued to ALFA. 

5.4Additional Information. ALFA shall provide such other information respecting the condition or operations, financial or otherwise, of the Mutual Company or any of the Consolidated Entities as Agent may from time to time reasonably request onits own behalf and on behalf of any Lender. 

5.5 Certain Additional Reporting Requirements. 

5.5.1 SEC Filings. Promptly upon the filing thereof, should such filings become applicable, ALFA shall deliver or make available by electronicmeans to Agent copies of all regular, periodic and special reports that any Consolidated Entity files with the United States Securities and Exchange Commission or any successor thereto, or any national securities exchanges or the NationalAssociation of Securities Dealers. 

5.5.2 Change in Accounting Policies. ALFA shall promptly notify Agent in writing upon anymaterial change in accounting policies or financial reporting practices on the part of any Consolidated Entity. 

 

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5.5.3 Notice to Agent Upon Perceived Breach. ALFA agrees to give Agent prompt written notice ofany action or inaction by or on behalf of Agent or Lenders in connection with this Agreement or the Obligations that Borrowers believe may be actionable against Lenders or Agent or a defense to payment of any or all Obligations for any reason,including, but not limited to, commission of a tort or violation of any contractual duty or duty implied by law provided, however, that ALFA’s failure to give such notice, if such failure is unintentional and does not arise from Borrowers’gross negligence, shall not foreclosure any such action or defense to be asserted by Borrowers. 

5.5.4 Notice of Litigation. ALFAshall give Agent prompt written notice of any litigation, arbitration, tax audit, administrative proceeding or investigation that may hereafter be instituted or threatened in writing in which Borrowers would be a party and which may have a MaterialAdverse Effect on any Consolidated Entity or any of their business, operations or Properties. 

5.5.5 Other Notices. ALFA shallpromptly notify Agent in writing if Borrowers learn of the occurrence of (i) any event that constitutes an Event of Default or an Unmatured Default, together with a detailed statement of the steps being taken as a result thereof, or(ii) any Material Adverse Change. 

5.6 Taxes and Other Encumbrances. Each Consolidated Entity shall make due and timely paymentor deposit of all federal, state and local taxes, assessments or contributions required of it by law, and execute and deliver to Agent, on demand, appropriate certificates attesting to the payment or deposit thereof; provided, however, that theConsolidated Entities shall not be required to pay or discharge any such tax, assessment, charge or claim for as long as it is being diligently contested in good faith by proper proceedings and for which appropriate reserves are being maintained.

5.7 Payment of Liabilities. Each Consolidated Entity shall pay all of its Liabilities as and when the same becomes due inaccordance with its terms. 

5.8 Compliance with Laws. Each Consolidated Entity shall observe and comply with all Laws, and shallmaintain all certificates, franchises, permits, licenses, and authorizations necessary to the conduct of its business or the operation of its Properties, except for such Laws, certificates, etc., which, if violated or not obtained and full penaltieswere imposed for such violation, could not cause a Material Adverse Effect. 

5.9 Maintenance of Property. All Consolidated Entitiesshall maintain their Property (and any Property leased by or consigned or held under title retention or conditional sales contracts) in good and workable condition at all times, subject to ordinary wear and tear, normal discards and replacements dueto functional and useful-life obsolescence, and shall make all repairs, replacements, additions, and improvements to their Property reasonably necessary and proper to ensure that the business carried on in connection with their Property may beconducted properly and efficiently at all times. 

 

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5.10 Compliance with Contractual Obligations. Each Consolidated Entity will perform all of itsobligations in respect of all material contracts to which it is a party and will use its best efforts to keep, and to take all action to keep, such contracts in full force and effect and not allow any such contract to lapse or be terminated or anyrights to renew such to be forfeited or canceled, if such lapse, etc. could have a Material Adverse Effect; provided, however, that any such contract may lapse or be terminated or such renewal rights may be forfeited or canceled if in the reasonablebusiness judgment of the Consolidated Entities it is in their best interests to allow or cause such lapse, termination, forfeiture or cancellation. 

5.11 Further Assurances. The Consolidated Entities shall promptly cure any defects in the creation, issuance, or delivery of the Credit Documents. The Consolidated Entities at their expense will execute (or cause to be executed) anddeliver to Agent upon request all such other and further documents, agreements, and instruments in compliance with or accomplishment of the covenants and agreements applicable to them in the Credit Documents, or to correct any omissions in theCredit Documents, or to state more fully the Obligations and agreements set out in any of the Credit Documents, to file any notices, or to obtain any consents, all as may be reasonably necessary or appropriate in connection therewith. 

5.12 Setoff. Borrowers hereby grant to Agent and to each Lender a security interest and right of setoff against all of Borrowers’ presentlyowned or hereafter acquired monies, items, credits, deposits and instruments (including certificates of deposit) presently or hereafter in the possession of any Lender or Agent. By maintaining any such accounts or other property with a Lender orAgent, Borrowers acknowledge that Borrowers voluntarily subject the property to the security interest arising hereunder. Subject to the provisions in Article IX hereof, a Lender may exercise its rights under this Section without prior notice (butwith prompt notice following the setoff) following an Event of Default. Borrowers agree that neither Lenders nor Agent shall be liable for the dishonor of any instrument after notice of setoff shall have been duly given resulting from aLender’s exercise of its rights under this Section. 

5.13 Insurance. 

5.13.1 General Insurance Requirements. In addition to the other specific requirements set forth in this Agreement and in other Credit Documents,the Consolidated Entities shall maintain insurance on all insurable Properties now or hereafter owned by them against such risks and to the extent customary in their industry, and shall maintain or cause to be maintained public liability andworker’s compensation insurance to the extent customary in the industry. 

5.14 Accounts and Records. The Consolidated Entitiesshall maintain current books of record and account, in which full, true, and correct entries will be made of all transactions. 

5.15Official Records. The Consolidated Entities shall maintain current corporate and official records, minute books and stock ledgers and other records appropriate to their form of organization. 

 

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5.16 Banking Relationships. The Consolidated Entities shall maintain their deposit accounts withLenders or with other FDIC-insured depository institutions. 

5.17 Right of Inspection. The Consolidated Entities shall permit anyofficer, employee, or agent of a Lender or Agent to visit and inspect during ordinary business hours any of their Property, to examine their books of record and accounts and corporate records, to take copies and extracts from such books of recordand accounts, and to discuss the affairs, finances, and accounts of the Consolidated Entities with their respective officers, accountants, and auditors, all at such reasonable times and as often as a Lender may reasonably desire and upon reasonableadvance notice absent an Event of Default. Absent an Event of Default or Unmatured Default, all expenses of such inspections, etc. shall be paid by Lenders, and in the presence thereof, all expenses shall be paid by Borrowers. 

5.18 ERISA Information and Compliance. The Consolidated Entities shall comply with ERISA and all other applicable laws governing any pension orprofit sharing plan or arrangement to which they are a party. The Consolidated Entities shall (i) upon request, provide Agent with copies of any annual report required to be filed pursuant to ERISA with respect to any Plan or any other employeebenefit plan; (ii) notify Agent upon the occurrence of any ERISA Event or of any additional act or condition arising in connection with any Plan which they believe might constitute grounds for termination thereof by the PBGC or for theappointment of a trustee to administer the Plan; and (iii) furnish to Agent, promptly upon request, such additional information concerning any Plan or any other employee benefit plan as Agent may request. 

5.19 Indemnity: Expenses. Borrowers agree to indemnify, defend (with counsel reasonably satisfactory to the indemnified party or parties) and holdharmless Lenders and Agent against any loss, liability, claim or expense, including reasonable attorneys’ fees, that they may incur in connection with the Credit Documents or the Obligations, except those losses, etc. that may result from aLender’s or Agent’s gross negligence or willful misconduct. Without limiting the foregoing, upon demand by Agent, Borrowers will reimburse Lenders and/or Agent for the following reasonable expenses if not paid by Borrowers promptly afterwritten demand by Agent: 

5.19.1 Taxes. All taxes that Lenders or Agent may be required to pay because of the Obligations or becauseof Lenders’ or Agent’s interest in any property securing the payment of the Obligations, excepting taxes based upon the net income of Lender or Agent. As of the Closing Date, the Agent is not aware of any such taxes being owed by Borrowerspursuant to this Section. 

5.19.2 Administration. All costs of the preparation of this Agreement and any other related documents(incurred by counsel for the Agent). 

5.19.3 Costs of Collection. All court costs and other costs of collecting any debt, overdraftor other obligation included in the Obligations. 

5.19.4 Litigation. All reasonable costs arising from any litigation,investigation, or administrative proceeding (whether or not Agent or a Lender is a party thereto) that Agent or a 

 

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Lender may incur as a result of the Obligations or as a result of entering into the transactions described in thisAgreement and the other Credit Documents, including, but not limited to, expenses incurred by Agent or a Lender in connection with a case or proceeding involving any Consolidated Entity under any chapter of the Bankruptcy Code or any successorstatute thereto; provided, however, that Borrowers shall not be liable for any such costs as a result of the Agent’s or a Lender’s gross negligence or willful misconduct. 

5.19.5 Attorneys’ Fees. Reasonable attorneys’ fees incurred in connection with any of the foregoing. 

If a Lender or Agent pays any of the foregoing expenses, they shall become a part of the Obligations and shall bear interest at the Maximum Lawful Amount. This Sectionshall remain in full effect regardless of the full payment of the Obligations, the purported termination of this Agreement, the delivery of the executed original of this Agreement to Borrowers, or the content or accuracy of any representation madeby Borrowers to Lenders or Agent; provided, however, the Required Lenders may terminate this Section by executing and delivering to Borrowers a written instrument of termination specifically referring to this Section. 

5.20 Assistance in Litigation. Borrowers covenant to, upon request, cooperatively participate in any proceeding in which Borrowers are not anadverse party to Lenders or Agent and which concerns Lenders’ or Agent’s rights regarding the Obligations. Lenders and Agent covenant to, upon request, cooperatively participate in any proceeding in which the Lenders and Agent are not anadverse party to Borrowers and which concerns Borrowers’ rights regarding the Obligations. 

5.21 Name Changes. Borrowers shallgive Agent at least thirty (30) days prior written notice before any Consolidated Entity changes its name or begins doing business under any trade name. 

5.22 Estoppel Letters. Borrowers covenant to provide Agent, within ten (10) days after request, an estoppel letter stating (i) the balance of the Obligations, (ii) whether Borrowers have anydefenses to payment of the Obligations, and (iii) the nature of any defenses to payment of the Obligations. Such balance as presented for confirmation and the nonexistence of defenses shall be presumed if Borrowers fail to respond to such arequest within the required period. 

5.23 Environmental Matters. 

5.23.1 Compliance With Environmental Laws. All Consolidated Entities will (i) employ in connection with their operations, appropriatetechnology and compliance procedures to maintain compliance with any applicable Environmental Laws, the violation of which would reasonably be expected to have a Material Adverse Effect, (ii) obtain and maintain any and all materials permits orother permits required by applicable Environmental Laws in connection with its operations, excepting only such permits, etc. which could not by their absence cause a Material Adverse Effect, and (iii) dispose of any and all Hazardous Substancesonly at facilities and with carriers reasonably believed to possess valid permits under any applicable state and local Environmental Laws. All 

 

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Consolidated Entities shall use their best efforts to obtain all certificates required by law to be obtained by them fromall contractors employed by them in connection with the transport or disposal of any Hazardous Substances. 

5.23.2 Remedial Work. Ifany investigation, site monitoring, containment, clean-up, removal, restoration or other remedial work of any kind or nature with respect to any Consolidated Entity’s Properties is required to be performed by them under any applicable local,state or federal law or regulation, any judicial order, or by any governmental or non-governmental entity or Person because of, or in connection with, the current or future presence, suspected presence, release or suspected release of a HazardousSubstance on or into the air, soil, groundwater, surface water or soil vapor at, on, about, under, or within any of a Consolidated Entity’s Property (or any portion thereof), Borrowers shall within 30 days after written demand for performancethereof (or such shorter period of time as may be required under applicable law, regulation, order or agreement), commence and thereafter diligently prosecute to completion, all such remedial work. 

5.23.3 Indemnification of Lenders and Agent. Borrowers agree to indemnify, defend (with counsel reasonably satisfactory to the indemnified partyor parties) and hold harmless Lenders and Agent against any loss, liability claim or expense, including attorneys’ fees, that Lender or Agent may incur as a result of the violation or alleged violation of any Environmental Law by a ConsolidatedEntity or with respect to any other violation of Environmental Laws with respect to any Consolidated Entity’s Properties. This covenant shall survive the repayment of the Obligations. 

5.24 Creation or Acquisition of Subsidiaries. The Borrowers will cause each Consolidated Entity that is hereafter acquired or created, promptly(but in no event more than 30 days) after such Consolidated Entity is acquired or created, to become a Participating Entity by execution of an Assumption Agreement, and all other documents necessary to cause it to become jointly and severally liablefor the Obligations (subject to the limitations provided in the Assumption Agreement). 

5.25 Existing Capital Structure of Borrower.Schedule 5.25 hereto includes a description of ALFA’s current ownership structure, including outstanding stock and any warrants, convertible debt or other like instruments, and a list of all Subordinated Debt now outstanding. 

**VI. NEGATIVE COVENANTS**

Each of theBorrowers covenant and agree that without the advance written consent of the Required Lenders, until the Obligations are repaid in full: 

6.1 Debts, Guaranties, and Other Obligations. No Consolidated Entity shall incur, create, assume, or in any manner become or be liable with respect to any Liability, except the following: 

6.1.1 Obligations to Lenders. Any Obligations to Lenders under this Agreement. 

 

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6.1.2 Existing Liabilities. Liabilities, direct or contingent, of Consolidated Entities existingon the date of this Agreement that are reflected in Schedule 6.1.2 hereof. 

6.1.3 Endorsements. Endorsements of negotiable orsimilar instruments for collection or deposit in the ordinary course of business. 

6.1.4 Trade Liabilities. Trade payables andaccruals from time to time incurred in the ordinary course of business. 

6.1.5 Taxes. Taxes, assessments, or other governmentalcharges that are not delinquent or are being contested in good faith by appropriate action promptly initiated and diligently conducted, if Borrowers have made the reserve therefor required by GAAP. 

6.1.6 Purchase Money Debt. Purchase Money Debt of all Consolidated Entities. 

6.1.7 Accounting Accruals. Liabilities arising from reserves and accruals required by GAAP that do not reflect liquidated and mature obligationsto third parties, including, but not limited to, current deferred income taxes. 

6.1.8 Liabilities Among Borrowers. Liabilitiesincurred to other Borrowers incurred in the ordinary course of business. 

6.1.9 Other Liabilities. Any Liabilities not to exceed$15,000,000 of availability to ALFA and Financial in the aggregate. 

6.2 Change of Ownership. ALFA shall not cause or suffer toexist a change of ownership or suffer the issuance of new stock or other event that would result in the ownership of more than 45% of the stock of ALFA by any Person other than the Mutual Companies. 

6.3 Distributions. No Consolidated Entity (excluding ALFA) shall declare or pay any dividend or other distribution or redeem any of its capitalstock except for dividend payments and other distributions from Subsidiaries to ALFA. 

6.4 Encumbrances. No Consolidated Entityshall create, incur, assume, or permit to exist any Encumbrance on any of its Property (now owned or hereafter acquired) except for Permitted Encumbrances, liens on a Subsidiary’s or Financial’s property in favor of ALFA, Financial, AlfaMutual Insurance Company, Alfa Mutual Fire Insurance Company, Alfa Mutual General Insurance Company, or another Subsidiary that owns directly or indirectly all of the shares of the stock of such Subsidiary, other than directors’ qualifyingshares, not to exceed in the aggregate $50,000,000, and shall not undertake a commitment of any kind in favor of any Person (other than Lenders) (i) requiring that any or all of such Consolidated Entity’s Property be or remainunencumbered, or (ii) requiring that a Consolidated Entity grant an Encumbrance (other than a Permitted Encumbrance) in favor of any Person (other than Lenders) on a Consolidated Entity’s Property under any circumstances whatsoever. NoConsolidated Entity shall sign or file under the Uniform Commercial 

 

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Code a financing statement that names such Consolidated Entity as debtor or the equivalent or sign any security agreementauthorizing any secured party thereunder to file any such financing statement, except to secure Permitted Encumbrances. 

6.5Investments. No Consolidated Entity shall make investments (including but not limited to acquisitions or purchases of the obligations or stock of, or any other or additional interest) in any person, firm, partnership, joint venture orcorporation except: (a) those investments in existence as of the Closing Date, (b) general obligations of, or obligations unconditionally guaranteed as to principal and interest by, the United States of America maturing within fifteen(15) months of the date of purchase, (c) commercial paper having a rating of not less than “A2” or “P2” from Moody’s or S & P, respectively, (d) Permitted Acquisitions, (f) certificates of deposit andbankers acceptances issued by a Lender or another banking institution with a minimum net worth of Five Billion and No/100 Dollars ($5,000,000,000.00) and having a letter of credit rating of not less than “A” from Moody’s or S & P,respectively, (g) such other investments as the Consolidated Entities may invest in from time to time in the ordinary course of business as are customarily disclosed in ALFA’s annual report to stockholders, (h) any investment allowedby appropriate insurance regulators and (i) such other investments as the Required Lenders may approve, in their discretion. 

6.6Sales and Leasebacks. No Consolidated Entity shall enter into any arrangement, directly or indirectly, with any Person other than another Consolidated Entity by which such Consolidated Entity shall sell or transfer any of its Property,whether now owned or hereafter acquired, and by which a Consolidated Entity shall then or thereafter rent or lease as lessee such Property or any part thereof or other Property that it intends to use for substantially the same purpose or purposes asthe Property sold or transferred. 

6.7 Change of Control. ALFA shall not suffer or permit the occurrence of a Change of Control.

6.8 Nature of Business. No Consolidated Entity shall suffer or permit any material changes to be made in the character of itsbusiness as carried on at the Closing Date, except for the accomplishment of Permitted Acquisitions. 

6.9 Further Acquisitions, Mergers,Etc. Except for the acquisition described on Schedule 6.9, Permitted Acquisitions and transactions involving only Consolidated Entities, no Consolidated Entity shall (i) make an acquisition of any Person or (ii) enter into anyagreement to merge, consolidate, or otherwise reorganize or recapitalize, or sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of their Property (whether now owned orhereafter acquired). 

6.10 Advances. No Consolidated Entity shall extend any loans to any other Persons, except for the $20,000,000loan to ALFA Mutual Insurance Company by Financial as evidenced by a promissory note, which promissory note is assigned to the Agent pursuant to the terms of an Assignment Agreement of even date. 

 

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6.11 Disposition of Assets. No Consolidated Entity shall dispose of any of its assets other thanin the ordinary course of their present business upon terms standard in its industry. 

6.12 Inconsistent Agreements. No ConsolidatedEntity shall enter into any agreement containing any provision which would be violated or breached by the performance by Borrowers of the Obligations. 

6.13 Fictitious Names. Borrowers shall not use any name other than the name used in executing this Agreement or any assumed or fictitious name. 

6.14 Subsidiaries and Affiliates. No Consolidated Entity shall create or acquire any direct or indirect Subsidiary or Affiliate or divest itselfof any material assets by transferring them to any existing Subsidiary or Affiliate other than Participating Entities; nor shall Borrowers enter into any partnership, joint venture, or similar arrangement, or otherwise make any material change inits corporate structure, except that Borrowers may acquire and create Participating Entities from time to time in the ordinary course of business. 

6.15 Adverse Action With Respect to Plans. No Consolidated Entity shall take any action to terminate any Plan which could reasonably result in a material liability of a Consolidated Entity to any Person. 

6.16 Transactions With Affiliates. No Consolidated Entity shall enter into any transaction with any Affiliate except in the ordinary course ofbusiness and on fair and reasonable terms no less favorable to the Consolidated Entity than it would obtain in a comparable arms length transaction with a Person not an Affiliate. 

6.17 Constituent Document Amendments. No Consolidated Entity shall amend its corporate charter or bylaws, except as necessary to accomplishcorporate transactions that do not require Lenders’ or Agent’s specific approval or transactions for which such approval is necessary and has been granted. 

6.18 Adverse Transactions. No Consolidated Entity shall enter into any transaction that materially and adversely affects or, to the best of its knowledge, is likely to materially and adversely affect theBorrowers’ ability to repay the Obligations. 

6.19 Margin Securities. No Consolidated Entity shall own, purchase or acquire (orenter into any contract to purchase or acquire) any “margin security” as defined by any regulation of the Federal Reserve Board as now in effect or as the same may hereafter be in effect. 

6.20 Accounting Changes. Borrowers shall not change its fiscal year or make any other significant change in consolidated or consolidatingaccounting treatment and reporting practices, except as required or permitted by GAAP or the Securities and Exchange Commission. Any change in fiscal year shall be subject to Agent’s prior written approval. 

 

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6.21 Action Outside Ordinary Course. No Consolidated Entity shall take any other action outsidethe ordinary course of their business. 

6.22 Modification of Subordinated Debt Documents. ALFA will not cause or permit anyamendment, modification or waiver of any provision of any Subordinated Debt that may hereafter be issued if the effect of such amendment, modification or waiver is to (i) increase the interest rate on such Subordinated Debt or change (toearlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and events of default in a manner that would make suchprovisions more onerous or restrictive to any Borrower or any Participating Entity; or (iv) otherwise increase the obligations of any Borrower or any Participating Entity in respect of such Subordinated Debt or confer additional rights upon theholders thereof which individually or in the aggregate would be adverse to any Borrower or any Participating Entity or to the Agent or the Lenders. 

6.23 Debt Rating. To the extent ALFA shall have outstanding issues of rated debt (each, a “Rated Debt Issue”), no such Rated Debt Issue shall have a rating less than “investment grade” as determined byStandard & Poor’s Rating Services or Moody’s Investors Service. 

**VII. FINANCIAL COVENANTS**

7.1 Minimum Stockholders’ Equity for ALFA. ALFA shall not permit its consolidated total stockholders’ equity on any date to be less than$525,000,000 plus 25% of ALFA’s cumulative consolidated net income, if positive, earned after March 31, 2003 through the last day of the most recent fiscal quarter for which statements were delivered or required to have been delivered tothe Agent pursuant to Section 5.3, taken as one accounting period. For purposes of this Section 7.1, consolidated total stockholders’ equity and consolidated net income shall not include after tax gains or losses from extraordinaryitems that are disclosed on ALFA’s consolidated Financial Statements. 

7.2 Minimum Stockholders’ Equity for Financial.Financial shall not permit its consolidated total stockholders’ equity on any date to be less than $30,000,000 plus 25% of cumulative consolidated net income, if positive, earned after March 31, 2003 through the last day of the most recentfiscal quarter for which statements were delivered or required to have been delivered to the Agent pursuant to Section 5.3, taken as one accounting period. For purposes of this Section 7.2, consolidated total stockholders’ equity andconsolidated net income shall not include after tax gains or losses from extraordinary items that are disclosed on ALFA’s consolidated Financial Statements. 

7.3 Ratio of Losses. Financial agrees that it shall not permit its Ratio of Losses on a rolling four quarter basis to exceed 75%. 

 

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7.4 Ratio of Consolidated Indebtedness to Consolidated Capitalization. ALFA will maintain on anydate a ratio of Consolidated Indebtedness to Consolidated Capitalization of not more than .40 to 1.0. 

**VIII. EVENTS OF DEFAULT**

8.1 Events of Default. Any of the following events shall be considered an Event of Default under this Agreement: 

8.1.1 Payments. Borrowers’ failure to make payment of any amount of the Obligations. 

8.1.2 Representations and Warranties. Any representation or warranty made by Borrowers or any other party in any Credit Document having beenincorrect in any material respect as of the date thereof. 

8.1.3 Negative Covenants. The failure of Borrowers to comply with any ofthe requirements of Article VI hereof; provided, however, as to any such event that is, in the judgment of Required Lenders, both (i) the result of an act by a third party absent the cooperation of any Consolidated Entity, and(ii) reasonably susceptible to being cured, the event shall not constitute an Event of Default unless the event remains uncured for a period of ten (10) days following the earlier of Borrowers’ knowledge of the facts giving risethereto or Agent’s written notice to Borrowers given in accordance with the provisions hereof. 

8.1.4 Financial Covenants. Thefailure of Borrowers to comply with any of the requirements of Article VII hereof. 

8.1.5 Reporting Requirements. The failure ofBorrowers or any other party to timely perform any covenant in the Credit Documents requiring the furnishing of notices, financial reports or other information to Lenders within five (5) Business Days of when due. 

8.1.6 Other Covenants. The failure of Borrowers to observe or perform any covenant contained in any Credit Document, which covenant is not subjectto any specific provision in this Article VIII; provided, however, as to any such breach that is reasonably susceptible to being cured, the occurrence of such breach shall not constitute an Event of Default hereunder if such breach is fully curedwithin twenty (20) days after the earlier of Borrowers’ knowledge of the facts giving rise thereto or Agent’s written notice thereof to Borrowers given in accordance with the provisions hereof. 

8.1.7 Involuntary Bankruptcy or Receivership Proceedings. The appointment of a receiver, custodian, liquidator, or trustee for any ConsolidatedEntity, or for any of its Property, by the order or decree of any court or agency or supervisory authority having jurisdiction; or a Consolidated Entity’s adjudication as being bankrupt or insolvent; or the sequestering of any of the Propertyof any Consolidated Entity by court order or the filing of a petition against a Consolidated Entity under any 

 

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state or federal bankruptcy, reorganization, debt arrangement, insolvency, readjustment of debt, dissolution,liquidation, or receivership law of any jurisdiction, whether now or hereafter in effect, and in each case without the acquiescence of a Consolidated Entity, unless dismissed within sixty (60) days. 

8.1.8 Voluntary Petitions. Any Consolidated Entity’s filing of a petition in voluntary bankruptcy or to seek relief under any provision ofany bankruptcy, reorganization, debt arrangement, insolvency, receivership, readjustment of debt, dissolution, or liquidation law of any jurisdiction, whether now or hereafter in effect, or its acquiescence in the filing of any petition against itunder any such law. 

8.1.9 Default on Other Liabilities. Any Consolidated Entity’s failure to make any payment when due on(i) any Liabilities in excess of One Million and No/100 Dollars ($1,000,000.00) or (ii) any Subordinated Debt. 

8.1.10Undischarged Judgments. The existence of a final judgment or judgments for the payment of money in excess of One Million and No/100 Dollars ($1,000,000.00) by any court or other Governmental Authority against a Consolidated Entity, which isnot paid, discharged, stayed, dismissed through appropriate appellate proceedings or bonded within thirty (30) days after entry. 

8.1.11 Insolvency. Any Consolidated Entity’s no longer being Solvent. 

8.1.12 Attachment. The issuance of anattachment or other process against any Property of any Consolidated Entity, unless removed (by bond or otherwise) within twenty (20) days. 

8.1.13 Insurance. The insurance department of a state having jurisdiction over the Borrowers or a Mutual Company commences a delinquency proceeding, or similar action, for the purpose of liquidating, rehabilitating, reorganizing orconserving the business and operations of the Borrowers or a Mutual Company. 

8.1.14 Contest. Any Consolidated Entity’schallenge or contest of the validity or enforceability of this Agreement or any other Credit Document in any action, suit or proceeding. 

8.1.15 Failure to Guarantee. ALFA Mutual Insurance Company’s failure to guarantee the commercial paper or variable rate demand notes issued by ALFA from time to time. 

8.2 Remedies. Upon the happening of any Event of Default and subject to the provisions of Section 9.2 with respect to actions to be taken bythe Agent: 

8.2.1 Default Rate. Agent may declare the Obligations to thereafter bear interest at the Default Rate. 

8.2.2 Termination of Commitments. As provided elsewhere in this Agreement, Lenders shall not be obligated to advance any additional Loans. Agentmay terminate the obligation of 

 

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Lenders to advance any additional Loans by written notice to Borrowers, which formal termination shall remain in effectnotwithstanding any subsequent cure of the Event of Default and whether or not the Loans are accelerated; provided, however, that notwithstanding the above, if there shall occur an Event of Default under Sections 8.1.7 or 8.1.8, then theobligation of the Lenders to lend hereunder shall automatically terminate and any and all of the Obligations shall be immediately due and payable without the necessity of any action by the Agent or the Lenders or notice to the Agent or the Lenders.

8.2.3 Acceleration. Agent may declare the entire principal amount of all Obligations then outstanding, including interest accruedthereon, to be immediately due and payable without presentment, demand, protest, notice of protest, or dishonor or other notice of default of any kind, all of which are hereby expressly waived. 

8.2.4 Setoff. Any Lender may exercise its lien upon and right of setoff against any monies, items, credits, deposits or instruments that suchLender may have in its possession and which belong to Borrowers or to any other person or entity liable for the payment of any or all of the Obligations. 

8.2.5 Other Remedies. Lenders and Agent may exercise any right that they may have under any other document evidencing or securing the Obligations or otherwise available to Lenders or Agent at law or equity.

8.2.6 Attorney-in-Fact. Borrowers hereby irrevocably appoint Agent as Borrowers’ attorney-in-fact to take any action tofacilitate Agent’s exercise of remedies hereunder. 

8.2.7 Letters of Credit. At the option of the Required Lenders, the IssuingBank and the Agent may treat all then outstanding Letters of Credit as if drafts in the full amount available to be drawn thereunder had been properly drawn thereunder and paid by the Issuing Bank and the Borrowers had failed or refused to reimbursethe Issuing Bank for the amount so paid within the time permitted under this Agreement. The Borrowers shall, promptly upon demand of the Agent, deposit in cash with the Agent an amount equal to the amount of all Letter of Credit Liabilities thenoutstanding, as collateral security for the repayment thereof, which deposit shall be held by the Agent under the provisions of Section 10.26. 

**IX. AGENT**

9.1 Appointment of Agent. Lenders hereby appoint Agent to act as specified in this Article IX.Agent’s duties hereunder are administrative and ministerial in nature, and Agent’s capacity is that of an independent contractor for Lenders. Agent is not a trustee or other fiduciary for Lenders, and Agent has no duties whatsoever toLenders except as expressly set forth in this Agreement. 

 

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9.2 Powers of Agent. 

9.2.1 Administration of Loans. Except as otherwise provided in this Section 9.2, Agent shall have the exclusive power and authority to(i) give all consents and approvals, issue waivers and amendments, enforce the Credit Documents (including, but not limited to, the power to enforce the Credit Documents in any relevant case under the Bankruptcy Code) and otherwise take allactions permitted of Agent under this Agreement or any other Credit Document, (ii) give all consents and approvals, issue waivers and amendments, enforce the Credit Documents (including, but not limited to, the power to enforce the CreditDocuments in any relevant case under the Bankruptcy Code) and otherwise take all actions permitted of Lenders under this Agreement or any other Credit Document, excepting only those matters that the Credit Documents specifically reserve for therespective Lenders severally (such as the computation of LIBOR charges unique to the circumstances of a given Lender), (iii) receive all payments, notices and other deliveries and communications to be given Lenders or Agent under this Agreementor any other Credit Document, and (iv) to perform such actions as are incidental to any of the foregoing. 

9.2.2 Matters Reservedto Required Lenders. Absent the prior approval of the Required Lenders, Agent shall not (i) waive or amend any provision of this Agreement or (ii) approve any acquisition for which approval is necessary under the definition ofPermitted Acquisitions set forth in Article I hereof. 

9.2.3 Matters Reserved to all Lenders. Absent the prior approval of allLenders, Agent shall not forgive any principal included in the Obligations; waive or amend any interest rate applicable to the Obligations; waive or amend the Maturity Date; waive or amend the amount of any Lender’s Commitment; waive an Eventof Default arising from non-payment of any principal or interest due on the Obligations; accelerate the maturity of the Obligations; or amend the definitions of Pro Rata Share or Required Lenders. 

9.3 Duties of Agent. 

9.3.1Specific Duties of Agent: Standard of Care. Agent shall (i) remit to each Lender, with reasonable promptness, the appropriate Pro Rata Share of payments received or other amounts collected on account of the Obligations, (ii) forwardto Lenders, with reasonable promptness, counterparts or copies of Borrowing Notices, financial reports and other information that may be delivered to Agent by Borrowers pursuant to the requirements of the Credit Documents, (iii) notify Lendersof any Unmatured Default or Event of Default known to Agent, in accordance with Section 9.7 below, and (iv) otherwise administer the Loans through the exercise of such of the powers granted herein as Agent deems appropriate from time totime. Agent shall have no liability to Lenders for any action or inaction relating to this Agreement or the other Credit Documents, except for actual losses caused by its gross negligence or reckless or willful misconduct. 

9.3.2 Limitations on Agent’s Duties. Agent shall not be obligated to take any action hereunder or under any other Credit Document (i) ifsuch action would, in the opinion of Agent, be contrary to applicable law, this Agreement or the other Credit Documents, (ii) if it shall not first be 

 

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specifically indemnified to its satisfaction against any and all liability and expense that may be incurred by it byreason of taking or continuing to take any such action, (iii) if it would likely subject Agent to a tax in any jurisdiction where it is not then subject to a tax, (iv) if it would likely require Agent to qualify to do business in anyjurisdiction where it is not then so qualified, unless Agent receives security or indemnity satisfactory to it against any tax or other liability in connection with such qualification or resulting from the taking of such action in connectiontherewith, or (v) if it would likely subject Agent to in personam jurisdiction in any location where it is not then so subject. 

9.3.3 Agent’s Right to Require Instructions in Performance of Duties. If Agent, in its sole and absolute discretion, requests instructions from the Required Lenders with respect to any act or action (including the failure toact) in connection with this Agreement or any other Credit Document for which the approval of the Required Lenders or all Lenders is not otherwise required, Agent shall be entitled, at its option, to refrain from such action, or to continue suchinaction, unless and until Agent shall have received such instructions, and Agent shall incur no liability by reason of so acting or refraining from action. No Lender shall have any right of action whatsoever against Agent as a result ofAgent’s acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders in such a case. 

9.3.4 Agent’s Reliance on Others in Performance of Duties. Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, consent,certificate, telex, teletype or facsimile message, order or other documentary, teletransmission or telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person. Agent may consultwith legal counsel (including counsel for Borrowers), accountants and other experts selected by it with respect to all matters pertaining to this Agreement and the other Credit Documents and its duties hereunder and thereunder and shall not beliable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel (including counsel for Borrowers), accountants or experts. 

9.3.5 Sharing of Information. Except as otherwise expressly provided in this Article IX, Agent shall have no duty or responsibility, eitherinitially or on a continuing basis, to provide any Lender with any credit or other information concerning the business, prospects, operations, properties, financial or other condition or creditworthiness of the Consolidated Entities or any otherPerson that may come into its possession, whether before the making of the initial Loans or at any time or times thereafter. All notices to be given to Borrowers by a Lender hereunder shall be concurrently given to Agent and all other Lenders.

9.4 Indemnification of Agent. To the extent Agent is not reimbursed by or on behalf of Borrowers, and without limiting theobligation of Borrowers to do so, Lenders will reimburse and indemnify Agent, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees and expenses)or disbursements of any kind or nature whatsoever that may at any time (including at any time following the indefeasible repayment in full of the Loans) be imposed on, incurred by or asserted against Agent in any way relating to or arising out ofthis Agreement or any other Credit Document or the transactions contemplated thereby or any action taken or omitted by Agent under or in connection with any of the 

 

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foregoing, and in particular will reimburse Agent for out-of-pocket expenses promptly upon demand by Agent therefor;provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements finally determined by a court of competent jurisdiction andnot subject to any appeal or pursuant to arbitration to have resulted from Agent’s gross negligence or reckless or willful misconduct. Agent may offset any amounts due Agent by any Lender against obligations of Agent to that Lender. 

9.5 No Representations by Agent. Each Lender acknowledges that neither Agent nor any of its officers, directors, employees, attorneys,accountants or agents has made any representation or warranty to it regarding the Consolidated Entities, the Loans, or otherwise relating to this Agreement. Agent shall not be responsible to any Lender for any recitals, statements, information,representations or warranties herein or in any other Credit Document or in any document, instrument, certificate or other writing delivered in connection herewith or therewith or for the execution, effectiveness, genuineness, validity,enforceability, perfection, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of the Consolidated Entities or any other Person, or be required to make any inquiry concerning either the performance orobservance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of the Consolidated Entities or any other Person or the existence or possible existence of any Unmatured Default orEvent of Default. 

9.6 Independent Investigations by Lenders. Each Lender acknowledges that, independently and without reliance uponAgent or any other Lender and based on such documents and information as it has deemed and may deem appropriate, (i) it has made its own appraisal of and investigation into the business, prospects, operations, properties, financial and othercondition and creditworthiness of the Consolidated Entities in connection with its decision to enter into this Agreement and extend credit to Borrowers hereunder, and (ii) it will continue to make its own credit analysis, appraisals anddecisions in taking or not taking action hereunder. 

9.7 Notice of Default. Agent shall not be deemed to have knowledge or notice ofthe occurrence of any Unmatured Default or Event of Default, other than any Unmatured Default or Event of Default arising out of the failure to pay any principal, interest, fees or other amounts payable to Agent for the account of Lenders, unlessAgent has received written notice from Borrowers or a Lender describing such Unmatured Default or Event of Default and stating that such notice is a “notice of default.” In the event that Agent receives such a notice, Agent shall givenotice thereof to Lenders as soon as reasonably practicable; provided, however, that if any such notice has also been furnished to Lenders, Agent shall have no obligation to notify Lenders with respect thereto. Each Lender shall promptly give Agentsuch a notice upon its actual knowledge of an Unmatured Default or an Event of Default; provided, however, that the failure of any Lender to deliver such notice in the absence of gross negligence or reckless or willful misconduct shall not affectits rights hereunder or under the other Credit Documents. 

9.8 Funding of Loans Pursuant to Borrowing Notices. Promptly followingreceipt of notice from Agent that a Borrowing Notice has been submitted, and provided that all conditions to 

 

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funding are believed to have been satisfied, each Lender shall transfer to a designated account with Agent thatLender’s Pro Rata Share of the requested funding. The transfer of funds shall occur within the time required for funding under this Agreement; provided, however, no Lender shall be obligated to fund a LIBOR Loan earlier than two(2) Business Days after its receipt of notice of the borrowing from Agent. Should any Lender fail to timely fund its Pro Rata Share of a requested Loan, Agent may, but shall be under no obligation whatsoever to, advance to Borrowers thedefaulted Lender’s Pro Rata Share of the requested Loan. If such an advance is made, it shall be deemed an advance by Agent for the account of the defaulting Lender and shall bear interest at the rate applicable to the Loan funded by theadvance, payable on demand. 

9.9 Agent in its Individual Capacity. With respect to its Commitments, and the Loans made by it, Agentshall have the same rights and powers under the Credit Documents as any other Lender or holder of a Note and may exercise the same as though it were not performing the duties specified herein; and the terms “Lenders,” “RequiredLenders,” and any similar terms shall, unless the context clearly otherwise indicates, include Agent in its individual capacity as a Lender. Agent may accept deposits from, lend money to and generally engage in any kind of banking, trust,financial advisory or other business with the Consolidated Entities or any of their respective Affiliates as if it were not performing the servicing duties specified herein, and may accept fees and other consideration from Borrowers for services inconnection with this Agreement and otherwise without having to disclose or account for the same to Lenders. 

9.10 Holders. Agent maydeem and treat the payee of any Note as the holder thereof and Lender hereunder for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof purportedly executed by the payee, as the case may be, shallhave been filed with Agent. Any request, authority or consent of any Person that, at the time of making such request or giving such authority or consent, is the holder of any Note according to Agent’s information, shall be conclusive andbinding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. 

9.11 Successor Agent. Agent may resign at any time upon sixty (60) days’ prior written notice to Borrowers and Lenders. Agent may be removed upon Agent’s insolvency, liquidation or theappointment of a receiver for Agent, by action of the Required Lenders, at any time upon sixty (60) days’ prior written notice to Borrowers and Agent. Such resignation or removal, as the case may be, shall take effect upon the appointmentof a successor Agent as provided herein. The Required Lenders will appoint from among Lenders a successor Agent. If no successor Agent shall have been appointed within such sixty (60) day period, Agent may appoint, after consulting with Lendersand Borrowers, a successor agent from among Lenders, who shall serve as Agent until such time, if any, as the Required Lenders shall have appointed a successor Agent as provided hereinabove. Upon the written acceptance of any appointment as Agenthereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligationshereunder and under the other Credit Documents. After any retiring Agent’s resignation as Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent. 

 

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9.12 Sharing of Payments. etc. Each Lender agrees that if it shall, through the exercise of aright of banker’s lien, set-off, counterclaim or otherwise, obtain payment with respect to the Obligations which results in its receiving more than its Pro Rata Share of the aggregate payments with respect to all of the Obligations, then(a) such Lender shall be deemed to have simultaneously purchased from the other Lenders a share in the Obligations so that the amount of the Obligations held by each of Lenders shall continue to equal their respective Pro Rata Shares, and(b) such other adjustments shall be made from time to time as shall be equitable to insure that Lenders share such payments ratably. No Lender shall exercise its banker’s lien, set-off or other right to accomplish such payment absentAgent’s prior consent. 

9.13 Separate Liens on Collateral. Each Lender agrees with the other Lenders that, with the exceptionof security interests in deposit accounts and like property in the possession of a Lender as expressly provided for in this Agreement, it will not take or permit to exist any Encumbrance in its favor on any property of any of the ConsolidatedEntities. 

9.14 Payments Between Agent and Lenders. All payments by Agent to any Lender, and all payments by any Lender to Agent,under the terms of this Agreement shall be made by wire transfer in immediately available funds to the receiving party’s address specified for notices in this Agreement. If any of Lenders fail to pay when due any sum payable to Agent, then,except as otherwise provided in Section 9.8 hereof, such sum shall bear interest until paid at the interest rate per annum for overnight borrowing by the payee from the Federal Reserve Bank for the period commencing on the date such payment wasdue and ending on, but excluding, the date such payment is made. 

9.15 [Intentionally Omitted]. 

9.16 Bankruptcy Provisions. Should any of the Consolidated Entities become a party to a case under the Bankruptcy Code, each Lender shall beentitled to file its own claim, to the extent such a filing may be necessary. Agent shall review each claim before being filed by a Lender to assure that the claim is filed on a basis consistent with Agent’s records and Agent’s legalpositions taken pursuant to this Agreement. Should any of the Consolidated Entities become a party to a reorganization proceeding under the Bankruptcy Code, each Lender shall be recognized as the holder of a separate claim for the purpose of theapproval or rejection of a Plan under 11 U.S.C. § 1126, may freely vote such claim, and the provisions of that Section shall control the other provisions of this Agreement that otherwise require the consent of the Required Lenders or allLenders in certain circumstances. Agent shall continue to administer the Loans on behalf of Lenders, as they may be amended by any adopted Plan of Reorganization. 

9.17 Procedures for Notices and Approvals. All notices given among Lenders and Agent with respect to this Agreement or the other Credit Documents shall be given in the manner provided in this Agreement.Additionally, should Agent request Lenders’ approval of any matter, each Lender shall respond in writing within five (5) Business Days after the Business Day on which the request was received. If a Lender fails to so respond, it shall bedeemed to have disapproved the action proposed by Agent. 

 

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9.18 Amendments to Article IX. No provision of this Article IX may be amended or waived absent theprior written consent of all Lenders and Agent. Borrowers’ approval shall not be required for the amendment or waiver of any provision of this Article IX; provided, however, Borrowers’ written consent shall be required for any amendment ofthis Article IX that would eliminate the position of Agent. 

**X. GENERAL PROVISIONS**

10.1 Notices. All communications relating to this Agreement or any of the other Credit Documents shall be in writing and shall be effective whendelivered by (i) mail within 72 hours after such communication is deposited into the mail with first class postage prepaid, addressed as specified in this Section, (ii) overnight courier or special courier when delivered at the addressspecified in this Section, or (iii) telecopier when such telecopy is transmitted to the telecopier number specified in this Section: 

If to Borrowers: 

c/o ALFA Corporation 

2108 East South Boulevard 

P. O. Box 11000 

Montgomery, Alabama 36191-0001 

Attention:                Chief Financial Officer andGeneral Counsel 

Telecopier:              (334) 394-3087 

If to AmSouth or Agent: 

AmSouth Bank 

1900 5th Avenue North 

7th Floor, AmSouth Center 

Birmingham, Alabama 35203 

Attention:  Mary Buckner 

Telecopier:              (205) 581-7578 

AmSouth Bank 

201 Monroe Street, 2nd Floor 

Montgomery, Alabama 36104

Attention:  Paul Walker 

Telecopier:              (334) 240-1244 

 

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With a Copy To: 

Maynard, Cooper & Gale, P.C. 

Attn: J. Kris Lowry, Esq. 

1901 6th Avenue North 

2400 AmSouth/Harbert Plaza 

Birmingham, Alabama 35203-2618 

Telecopier:              (205) 254-1999 

If to theother Lenders, at the address set forth on the signature pages attached hereto. Any party may change its address for receipt of notice by written direction to the other parties hereto. 

10.2 Renewal, Extension, or Rearrangement. All provisions of this Agreement relating to Obligations shall apply with equal force and effect toeach and all promissory notes executed hereafter which in whole or in part represent a renewal, extension for any period, increase, or rearrangement of any part of the Obligations originally represented by any part of such other Obligations.

10.3 Application of Payments. Amounts received with respect to the Obligations shall be applied (i) first, to any expenses dueLenders or Agent, (ii) second, to accrued and unpaid interest under any of the Obligations, (iii) third, to reduce the unpaid principal portion of the Obligations (other than those arising from Hedge Agreements) in such manner asdetermined by Agent, and (iv) fourth, to any Obligations arising under Hedge Agreements (apportioned pro rata among them if more than one). 

10.4 Counterparts. This Agreement may be executed in counterparts with all signatures or by counterpart signature pages, and it shall not be necessary that the signatures of all parties be contained on any one counterpart. Eachcounterpart shall be deemed an original, but all of them together shall constitute one and the same instrument. 

10.5 NegotiatedDocument. This Agreement and the other Credit Documents have been negotiated by the parties with full benefit of counsel and should not be construed against any party as author. 

10.6 Consent to Jurisdiction: Exclusive Venue. Borrower hereby irrevocably consents to the jurisdiction of the United States District Court forthe Middle District of Alabama and of all Alabama state courts sitting in Montgomery County, Alabama, for the purpose of any litigation to which Lenders or Agent may be a party and which concerns this Agreement or the Obligations. It is furtheragreed that venue for any such action shall lie exclusively with courts sitting in Montgomery County, Alabama, unless Lenders and Agent agree to the contrary in writing. This election applies only for the limited judicial proceedings that may applyas set forth in the provision of this Agreement electing binding arbitration for the resolution of disputes and does not impair the effect of that provision in any way. 

 

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10.7 Not Partners: No Third Party Beneficiaries. The relationship of Lenders and Borrowers is thatof lenders and borrowers only, and neither is a fiduciary, partner or joint venturer of the other for any purpose. This Agreement has been executed for the sole benefit of Lenders, and no third party is authorized to rely upon Lenders’ rightsor duties hereunder. 

10.8 No Reliance on Lenders’ Analysis. Borrowers acknowledge and represent that, in connection with theObligations, Borrowers have not relied upon any financial projection, budget, assessment or other analysis by Lenders or Agent upon any representation by Lenders as to the risks, benefits or prospects of Borrowers’ business activities orpresent or future capital needs incidental thereto, all such considerations having been examined fully and independently by Borrowers. 

10.9 No Marshaling of Assets. Lenders and Agent may proceed against collateral securing the Obligations and against parties liable therefor in such order as they may elect, and neither Borrowers nor any surety or guarantor forBorrowers nor any creditor of Borrowers shall be entitled to require Lenders or Agent to marshal assets. The benefit of any rule of law or equity to the contrary is hereby expressly waived. 

10.10 Business Days. If any payment date under the Obligations falls on a day that is not a Business Day, or if the last day of any notice periodfalls on such a day, the payment shall be due and the notice period shall end on the next following Business Day. 

10.11 Participationsand Assignments. 

(a) Lenders may, from time to time, in their sole discretion, and with concurrent notice to Borrowers, sellparticipations in any credit subject hereto to such other investors or financial institutions as it may elect. Lenders and Agent may from time to time disclose to any participant or prospective participant such information as they may have regardingthe financial condition. operations, and prospects of Borrower. 

(b) At any time after the Closing Date each Lender may, with the priorconsent of the Borrowers (unless an Event of Default has occurred and is continuing or the assignment is to another Lender or an Affiliate of a Lender) and the Agent, which consent shall not be unreasonably withheld, assign to one or more banks orfinancial institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of the Note payable to its order); provided, that (i) each such assignment shall be of a constant, and not a varying,percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) for each assignment involving the issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance and theBorrowers hereby consent to execute a replacement Note or Notes to give effect to the assignment, (iii) the minimum commitment which shall be assigned is $5,000,000 (or such lesser amount as may remain outstanding) and (iv) such assigneeshall have an office located in the United States. Upon such execution, delivery, approval and acceptance, from and after the effective date specified in each Assignment and Acceptance (x) the assignee thereunder shall be a party hereto and, tothe extent that rights and obligations hereunder or under such Note or Notes have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, 

 

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as fully as if such assignee had been named as a Lender in this Agreement, and of a holder of such Note or Notes, and(y) the assignor shall, to the extent that rights and obligations hereunder or under such Note or Notes have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its futureobligations under this Agreement. No assignee shall have the right to make any further assignment of its rights and obligations pursuant to this Agreement. Any Lender that makes an assignment shall pay to the Agent a one-time administrative fee of$3,500, which fee shall not be reimbursed by Borrowers. 

(c) By executing and delivering an Assignment and Acceptance, the Lender-assignorand the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) the assignment made under such Assignment and Acceptance is made under such Assignment and Acceptance without recourse; (ii) suchassignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any other person or the performance or observance by the Borrowers or any other person of any of its obligationsunder any Credit Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of all financial statements delivered pursuant to thisAgreement, and such other Credit Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently andwithout reliance upon the Agent, the assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;(v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the Note and the other Credit Documents as are delegated to the Agent by the terms hereof andthereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performedby it as a Lender and a holder of such Note. 

(d) The Agent shall maintain at its address referred to herein a copy of each Assignment andAcceptance delivered to and accepted by it. 

(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, theAgent shall give prompt notice thereof to the Borrowers. 

10.12 Standard of Care: Limitation of Damages. Lenders and Agent shall beliable to Borrowers only for matters arising from this Agreement or otherwise related to the Obligations resulting from such Lender’s or Agent’s gross negligence or reckless or willful misconduct, and liability for all other matters ishereby waived. Lenders and Agent shall not in any event be liable to Borrowers for special or consequential damages arising from this Agreement or otherwise related to the Obligations. 

10.13 Incorporation of Schedules. All Schedules and Exhibits referred to in this Agreement are incorporated herein by this reference. 

 

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10.14 Indulgence Not Waiver. Lenders’ or Agent’s indulgence in the existence of adefault hereunder or any other departure from the terms of this Agreement shall not prejudice Lenders’ or Agent’s rights to declare a default or otherwise demand strict compliance with this Agreement. 

10.15 Cumulative Remedies. The remedies provided Lenders and Agent in this Agreement are not exclusive of any other remedies that may be availableto Lenders and Agent under any other document or at law or equity. 

10.16 Amendment and Waiver in Writing. No provision of thisAgreement can be amended or waived, except by a statement in writing signed by the party or parties against whom enforcement of the amendment or waiver is sought. Waivers and amendments may be executed by Agent on behalf of Lenders, subject to therequirements of Article IX hereof requiring the consent of some or all of Lenders under certain circumstances. 

10.17 Assignment.This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of Borrowers and Lenders, except that Borrowers shall not assign any rights or delegate any obligations arising hereunder without the priorwritten consent of all of the Lenders. Any attempted assignment or delegation by Borrowers without the required prior consent shall be void. 

10.18 Entire Agreement. This Agreement and the other written agreements among Borrowers, Lenders and Agent represent the entire agreement between the parties concerning the subject matter hereof, and all oral discussions and prioragreements are merged herein. Provided, if there is a conflict between this Agreement and any other document executed contemporaneously herewith with respect to the Obligations, the provisions in this Agreement shall control. 

10.19 Severability. Should any provision of this Agreement be declared invalid or unenforceable for any reason, the remaining provisions hereofshall remain in full effect. 

10.20 Time of Essence. Time is of the essence of this Agreement, and all dates and time periodsspecified herein shall be strictly observed. 

10.21 Applicable Law. The validity, construction and enforcement of this Agreement andall other documents executed with respect to the Obligations shall be determined according to the internal laws and judicial decisions of the State of Alabama. 

10.22 Captions Not Controlling. Captions and headings have been included in this Agreement for the convenience of the parties, and shall not be construed as affecting the content of the respective Sections.

10.23 [Intentionally Omitted]. 

10.24 Facsimile Signatures. This Agreement may be executed by facsimile signatures, and shall be effective when Agent has received telecopy transmissions of the signature pages executed by all parties hereto; provided, however, thatall parties shall deliver original executed documents to Agent promptly following the execution hereof. 

 

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10.25 Obligations Absolute. ALFA hereby agrees that its obligations and liabilities with respectto the Obligations are joint and several with the other Borrowers (except as limited by the terms of Section 1.3 above and by the terms of the Assumption Agreements executed by Participating Entities who become such after the Closing Date),continuing, absolute and unconditional. Without limiting the generality of the foregoing, the obligations and liabilities of ALFA with respect to the Obligations shall not be released, discharged, impaired, modified or in any way affected by(a) the invalidity or unenforceability of any Credit Document executed by any other person with respect to the Obligations, (b) the failure of the Agent or the Lenders to give ALFA a copy of any notice given to any other person,(c) any modification, amendment or supplement of any obligation, covenant or agreement contained in any Credit Document executed by any other person with respect to the Obligations, (d) any compromise, settlement, release or termination ofany obligation, covenant or agreement in any Credit Document executed with respect to the Obligations, (e) any waiver of payment, performance or observance by or in favor of any Participating Entities of any obligation, covenant or agreementunder any Credit Document, (f) any consent, extension, indulgence or other action or inaction, or any exercise or non-exercise of any right, remedy or privilege with respect to any Credit Document executed by any other person with respect tothe Obligations, (g) the extension of time for payment or performance of any Obligation by any Participating Entities, or (h) the release or discharge of the Lenders’ claims against any Collateral now or at any time hereafter securingany of the Obligations, or any Participating Entities by operation of law or otherwise. 

10.26 Termination. The termination of thisAgreement shall not affect any rights of the Borrowers, the Lenders or the Agent or any obligation of the Borrowers, the Lenders or the Agent, arising prior to the effective date of such termination, and the provisions hereof shall continue to befully operative until all transactions entered into or rights created or obligations incurred prior to such termination have been fully disposed of, concluded or liquidated and the Obligations arising prior to or after such termination have beenirrevocably paid in full. The rights granted to the Agent for the benefit of the Lenders hereunder and under the other Credit Documents shall continue in full force and effect, notwithstanding the termination of this Agreement, until all of theObligations have been paid in full after the termination hereof or the Borrowers have furnished the Lenders with an indemnification satisfactory to the Lenders with respect thereto. All representations, warranties, covenants, waivers and agreementscontained herein shall survive termination hereof until payment in full of the Obligations unless otherwise provided herein. Notwithstanding the foregoing, if after receipt of any payment of all or any part of the Obligations, the Agent or theLenders are for any reason compelled to surrender such payment to any Person because such payment is determined to be void or voidable as a preference, impermissible setoff, a diversion of trust funds or for any other reason, this Agreement shallcontinue in full force and the Borrowers shall be liable to, and shall indemnify and hold the Agent and the Lenders harmless for, the amount of such payment surrendered until the Agent and the Lenders shall have been finally and irrevocably paid infull. The provisions of the foregoing sentence shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or the Lenders in reliance upon such payment, and any such contrary 

 

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action so taken shall be without prejudice to the Agent’s or the Lenders’ rights under this Agreement and shallbe deemed to have been conditioned upon such payment having become final and irrevocable. If on any date on which the Borrowers wish to pay the Obligations in full and terminate this Agreement, there are any outstanding Letters of Credit, theBorrowers shall, unless otherwise agreed by the Required Lenders in their sole discretion, make a cash prepayment to the Agent on such date in an amount equal to the then-outstanding Letter of Credit Liabilities, and the Agent shall hold suchprepayment in an interest-bearing cash collateral account in the name and under the sole control of the Agent (which account shall bear interest at the Agent’s then-current rate for such accounts) as security for the Reimbursement Obligationsand other Letter of Credit obligations. To the extent allowed by law, such account shall not constitute an asset of the Borrowers, or any of them, subject to their rights therein under this Section 10.26. The Agent shall from time to time debitsuch account for the payment of the Letter of Credit Liabilities as the same become due and payable and shall promptly refund any excess funds (including interest) held in said account to the Borrowers if and when no Letter of Credit Liabilitiesremain outstanding hereunder and all of the Obligations have been paid in full. The Borrowers shall remain liable for any Obligations in excess of the amounts paid from such account. 

10.27 Agreement Amends and Restates Original Credit Agreement. The Original Credit Agreement is amended and restated in its entirety by thisAgreement. All amounts owing on the Closing Date by those entities liable under the Original Credit Agreement, including principal and interest, fees and other charges, shall be treated for all purposes as if the same had been incurred under thisAgreement and shall be payable in accordance with and otherwise governed by the terms of this Agreement. Each of the existing promissory notes, held by the Original Lenders to evidence the indebtedness owing by the makers thereof to such OriginalLender under the Original Credit Agreement shall be marked “Replaced by Second Amended and Restated Note dated as of May 23, 2003” and retained by such Original Lender in its files until this Agreement is terminated. 

 

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Executed as of the date first written above. 

 
**ALFA CORPORATION**By: 
/s/ Stephen G. Rutledge

 
 Title: 
Senior Vice President, Chief Financial

Officer and Chief Investment Officer
**ALFA FINANCIAL CORPORATION**By: 
/s/ Stephen G. Rutledge

 
 Title: 
Senior Vice President, Chief Financial

Officer and Chief Investment Officer
**ALFA LIFE INSURANCE CORPORATION**By: 
/s/ Stephen G. Rutledge

 
 Title: 
Senior Vice President, Chief Financial

Officer and Chief Investment Officer

 
**ALFA INSURANCE CORP.**By: 
/s/ Stephen G. Rutledge

 
 Title: 
Senior Vice President, Chief Financial

Officer and Chief Investment Officer
**ALFA GENERAL INSURANCE CORP.**By: 
/s/ Stephen G. Rutledge
 Title: 
Senior Vice President, Chief Financial

Officer and Chief Investment Officer

 

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**AMSOUTH BANK,**as Lender****By:        /s/Illegible                                                     
Title:    Vice President
Revolving Credit Commitment: $55,000,000Lending Office, Hand Delivery and Mailing Address:1900 5th Avenue North7th Floor, AmSouth CenterBirmingham, Alabama 35203Attention:       Mary BucknerTelephone:      (205) 264-4253Facsimile:        (205) 581-7578
 

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**KEYBANK NATIONAL ASSOCIATION, **as a Lender****By:            /s/ Mary K.Young                                 
Title:    Vice President
Revolving Loan Commitment: $46,000,000Lending Office, Hand Delivery and Mailing Address:127 Public Square, 6th FloorCleveland, OH 44114Attention:       Mary YoungTelephone:      (216) 689-4443Facsimile:        (216) 689-4981
 

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**SOUTHTRUST BANK,**as a Lender ****By:            /s/ KellyPeace                                             
Title:        Officer
Revolving Loan Commitment: $46,000,000Lending Office, Hand Delivery and Mailing Address:420 North 20th Street11th Floor, SouthTrust TowerBirmingham, Alabama 35203Attention:       Kelly PeaceTelephone:      (205) 254-4090Facsimile:        (205) 254-6600
 

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**SUNTRUST BANK,**as a Lender****By:        /s/ NathanBickford                                     
Title:        Vice President
Revolving Loan Commitment: $32,000,000Lending Office, Hand Delivery and Mailing Address:303 Peachtree Street, N.E2nd FloorAtlanta, Georgia 30308Attention:       Nathan BickfordTelephone:      (404) 658-4219Facsimile:        (404) 588-8833
 

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**COMPASS BANK,**as a Lender****By:            /s/ CharlieBreedlove                                 
Title:    Corporate Relationship Manager
Revolving Credit Commitment: $32,000,000Lending Office, Hand Delivery and Mailing Address:3480 Eastern BoulevardMontgomery, Alabama 36116Attention:        Rob HertensteinTelephone:      (334) 409-7357Facsimile:        (334) 409-7312
 

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**REGIONS BANK,**as a Lender ****By:        /s/ R. WadeSeamon                                     
Title:        Vice President
Revolving Loan Commitment: $32,000,000Lending Office, Hand Delivery and Mailing Address:P. O. Box 511Montgomery, AL 36101Attention:       Wade SeamonTelephone:      (334) 832-8414Facsimile:        (334) 832-8560
 

75 

**U.S. BANK NATIONAL ASSOCIATION,**as a Lender ****By:            /s/ Gregory L.Dryden                                 
Title:        Vice President
Revolving Loan Commitment: $23,000,000Lending Office, Hand Delivery and Mailing Address:One U.S. Bank Plaza, 12th FloorSt. Louis, Missouri 63101Attention:       Gregory L. DrydenTelephone:      (314) 418-3983Facsimile:        (314) 418-3859
 

77 

**COLONIAL BANK,**as a Lender****By:            /s/Illegible                                                 
Title:    Assistant Vice President
Revolving Loan Commitment: $20,000,000Lending Office, Hand Delivery and Mailing Address:671 South Perry StreetMontgomery, Alabama 36104Attention:        Webb DavisTelephone:      (334) 833-3845Facsimile:        (334) 833-3814
 

77 

**WHITNEY NATIONAL BANK,**as a Lender****By:        /s/ Mark R.Hope                                         
Title:        Assistant Vice President
Revolving Loan Commitment: $14,000,000Lending Office, Hand Delivery and Mailing Address:1695 Perry Hill RoadMontgomery, Alabama 36106Attention:        Mark HopeTelephone:      (334) 260-4009Facsimile:        (334) 279-5794
 

78 

**AMSOUTH BANK,**as Agent****By:        /s/ MaryBuckner                                         
Title:        Vice President

 

79 

**LIST OF EXHIBITS AND SCHEDULES**

 

Exhibit A
     Permitted Encumbrances
Schedule 1.3.6
 Assumption Agreement
Schedule 2.1(b)
     Form of Competitive Bid Quote Request
Schedule 2.1(c)
     Form of Competitive Bid Quote
Schedule 2.2
     Form of Competitive Bid Note
Schedule 2.5
     Form of Committed Note
Schedule 2.7.2(b)
     Borrowing/Conversion Notice
Schedule 4.8
     Litigation
Schedule 4.9
     Taxes
Schedule 5.25
     Organizational Chart
Schedule 6.1.2
 Existing Liabilities
Schedule 6.9
     Pending Acquisitions
Schedule 10.11
     Form of Assignment and Acceptance
 

80 

**EXHIBIT A**

**PERMITTED ENCUMBRANCES**

**(See Attached)**

 

81 

**SCHEDULE 2.1(b)**

**FORM OF COMPETITIVE BID QUOTE REQUEST**

**(See Attached)**

 

82 

**SCHEDULE 2.1(c)**

**FORM OF COMPETITIVE BID QUOTE**

**(See Attached)**

 

83 

**SCHEDULE 2.2**

**FORM OF COMPETITIVE BID NOTE**

**(See Attached)**

 

84 

**SCHEDULE 2.5**

**FORM OF COMMITTED NOTE**

**(See Attached)**

 

85 

**SCHEDULE 2.7.2(b)**

**BORROWING/CONVERSION NOTICE**

**(See Attached)**

 

86 

**SCHEDULE 4.9**

**TAXES**

**(See Attached)**

 

87 

**SCHEDULE 10.11**

**FORM OF ASSIGNMENT AND ACCEPTANCE**

**(See Attached)**

 

88