AMENDED
AND RESTATED CREDIT AGREEMENT

     

    DATED
AS OF MARCH 31, 2010

     

    COMERICA
BANK

     

    
      

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDED AND RESTATED CREDIT
AGREEMENT

     

    THIS
AMENDED AND RESTATED CREDIT AGREEMENT, made as of the 31st day of March, 2010,
by and between SUPERIOR MATERIALS, LLC, a Michigan limited liability company
(“Superior”) and BWB, LLC, a Michigan limited liability company (“BWB and
together with Superior, collectively, “Companies” and individually, a “Company”)
and COMERICA BANK (herein called “Bank”).

     

    RECITALS:

     

    A.           Companies
and Bank entered into a Credit Agreement dated April 7, 2007 (as amended,
modified or supplemented prior to the date hereof, the “Existing Credit
Agreement”)

     

    B.           Companies
and Bank desire to amend and restate the Existing Credit Agreement in its
entirety.

     

    C.           Companies
desires to obtain certain credit facilities from Bank.

     

    D.           Bank
is willing to extend such credit to Companies on the terms and conditions herein
set forth.

     

    NOW,
THEREFORE, Bank and Companies agree as follows:

     

    WITNESSETH:

     

    
      	
               
      

            	
              1.

            	
              DEFINITIONS

            


    

     

    For the
purposes of this Agreement the following terms will have the following
meanings:

     

    “Account”
shall have the meaning assigned to it in the Michigan Uniform Commercial Code on
the date of this Agreement.

     

    “Account
Debtor” shall mean the party who is obligated on or under any
Account.

     

    “Act of
Bankruptcy of a L/C Issuer” shall mean that a L/C Issuer has become insolvent or
bankrupt or has failed to pay its debts generally as such debts become due or
has admitted in writing its inability to pay any of its indebtedness or has
consented to or petitioned for or applied to any authority for the appointment
of a receiver, liquidator or trustee or similar official for itself or for all
or any substantial part of its properties or assets or any such trustee,
receiver, liquidator or similar official has been otherwise appointed or
bankruptcy, insolvency, reorganization, arrangement or liquidation proceedings
or similar proceedings have been instituted by or against a L/C
Issuer.

     

    “Advance”
shall mean a borrowing requested by Companies and made by Bank under Section 2
of this Agreement, including any refunding or conversions of such borrowings
pursuant to Section 3.3 hereof, and shall include a Eurodollar-based Advance and
a Prime-based Advance.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly
controlling (including but not limited to all directors and executive officers
of such Person), controlled by, or under direct or indirect common control with
such Person. A Person shall be deemed to control a corporation for the purposes
of this definition if such Person possesses, directly or indirectly, the power
(i) to vote 10% or more of the securities having ordinary voting power for the
election of directors of such corporation or (ii) to direct or cause the
direction of the management and policies of such corporation, whether through
the ownership of voting securities, by contract or otherwise.

     

    “Alternate
Base Rate” shall mean for any day a rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%)
equal to the Federal Funds Effective Rate in effect on such day plus one percent
(1%).

     

    “Applicable
Fee Percentage” shall mean, as of any date of determination thereof, one quarter
of one percent (1/4%) per annum.

     

    “Applicable
Interest Rate” shall mean the Eurodollar-based Rate or the Prime-based Rate, as
selected by Companies from time to time subject to the terms and conditions of
this Agreement.

     

    “Applicable
L/C Commission Rate” shall mean as of any date of determination thereof, two and
one quarter percent (2 1⁄4%) per annum.

     

    “Applicable
Margin” shall mean, as of any date of determination thereof, (a) for Prime-based
Advances, three percent (3%) per annum and (b) for Eurodollar-based Advances,
five percent (5%) per annum.

     

    “Assignment”
shall mean the Assignment as Collateral Security dated March 30, 2007 by Holding
in favor of Bank, granting Bank a first priority security interest in all of
Holding’s rights under the Contribution Agreement and all documents and
agreements executed in connection with the Contribution Agreement and the
Transaction.

     

    “Borrowing
Base” shall mean as of any date of determination, the sum of (a) eighty five
percent (85%) of Eligible Accounts, plus (b) the lesser of (i) fifty percent
(50%) (subject to Bank approval in its sole and absolute discretion, but in no
case less than forty percent (40%)) of Eligible Inventory and (ii) $2,000,000
(or such greater amount not to exceed $3,000,000 as determined in Bank’s sole
and absolute discretion), plus (c) the lesser of (i) seventy five percent (75%)
of the forced liquidation value of Company’s eligible machinery and equipment
(as determined from time to time based on appraisals of such machinery and
equipment from an appraiser acceptable to Bank) plus the Collateral L/C Amount
and (ii) the Cap Amount; provided however, that the Borrowing Base shall be
determined on the basis of the most current borrowing base certificate required
to be submitted hereunder, provided, further, that the amount determined as the
Borrowing Base shall be subject to any reserves for contras/offsets, potential
offsets due to customer deposits, and such other reserves as reasonably
established by Bank in the exercise of its reasonable credit judgment from time
to time, including, without limitation any reserves or other adjustments
established by Bank, in each case in the exercise of its reasonable credit
judgment on the basis of any collateral audits conducted
hereunder.  In the event that Bank, at any time in the exercise of its
reasonable credit judgment, determines that the dollar amount of Eligible
Accounts collectable by a Company is reduced or diluted as a result of discounts
or rebates granted by the applicable Company to the respective Account
Debtor(s), returned or rejected Inventory or services, or such other reasons or
factors as Bank deems applicable in the exercise of its reasonable credit
judgment, Bank may, in the exercise of its reasonable credit judgment, upon five
(5) business days’ prior written notice to Companies, reduce or otherwise modify
the percentage of Eligible Accounts included within the Borrowing Base and/or
reduce the dollar amount of Eligible Accounts by an amount determined by Bank in
its reasonable credit judgment.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Business
Day” shall mean any day on which commercial banks are open for domestic and
international business (including dealings in foreign exchange) in Detroit,
London and New York.

     

    “Cap
Amount” shall mean Eight Million Dollars ($8,000,000) during the period
beginning January 1 of each year and ending on May 31 of such year and shall
mean Six Million Dollars ($6,000,000) at all other times.

     

    “Capital
Expenditure” shall mean, without duplication, any payment made directly or
indirectly for the purpose of acquiring or constructing fixed assets, real
property or equipment which in accordance with GAAP would be added as a debit to
the fixed asset account of a Company, including, without limitation, amounts
paid or payable under any conditional sale or other title retention agreement or
under any lease or other periodic payment arrangement which is of such a nature
that payment obligations of such Company or a Subsidiary, as applicable,
thereunder would be required by GAAP to be capitalized and shown as liabilities
on the balance sheet of Company and its consolidated Subsidiaries.

     

    “Capital
Lease” shall mean any lease of any property (whether real, personal or mixed) by
a Company or any Subsidiary as lessee which, in conformity with GAAP, is, or is
required to be accounted for as a capital lease on the balance sheet of such
Company and its consolidated Subsidiaries.

     

    “Change
of Control” shall mean (i) if Edw. C. Levy Co. and U.S. Concrete, Inc.
collectively no longer own eighty percent (80%) of the Equity Interests of
Holding, (ii) if Holding ceases to own one hundred percent (100%) of the Equity
Interests of any Company, (iii) the occurrence of a Change of Control as defined
in the Credit Agreement dated September 29, 2006 by and among Edw. C. Levy Co.,
Comerica Bank, as Agent and the other lenders party thereto, or (iv) the
occurrence of a Change of Control as defined in the U.S. Concrete Credit
Agreement (excluding any Change of Control resulting from the filing of a
bankruptcy proceeding or the confirmation of a plan of reorganization in any
such bankruptcy proceeding involving U.S. Concrete, Inc.).


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    “Collateral
Access Agreement” shall mean an agreement in form and substance reasonably
satisfactory to the Bank pursuant to which a mortgagee or lessor of real
property on which collateral is stored or otherwise located, or a warehouseman,
processor or other bailee of Inventory or other property owned by a Company,
that acknowledges the liens under the Loan Documents and subordinates or waives
any liens held by such Person on such property and, in the case of any such
agreement with a mortgagee or lessor, permits the Bank reasonable access to and
the use of such real property during the continuance of an Event of Default to
assemble, complete and sell any collateral stored or otherwise located
thereon.

     

    “Collateral
L/Cs” shall mean the letters of credit issued to Bank as beneficiary by
financial institutions which are acceptable to Bank in the exercise of its sole
discretion in the form attached hereto as Exhibit “D”.

     

    “Collateral
L/C Amount” shall mean the aggregate amount then available to be drawn under the
Collateral L/C. The Collateral L/C Amount initially shall mean One Million Eight
Hundred Fifteen Thousand Dollars ($1,815,000).

     

    “Combined”
or “Combining” shall mean, when used with reference to any financial term in
this Agreement, the aggregate for two or more Persons of the amounts signified
by such term for all such Persons determined on a consolidated or combined, as
applicable, basis in accordance with GAAP.

     

    “Contribution
Agreement” shall mean the Contribution Agreement dated March 26, 2007 by and
among BWB, Inc. of Michigan, Builders’ Redi-Mix, LLC, Kurtz Gravel Company,
Superior Materials, Inc., USC Michigan, Inc., Edw. C. Levy Co. and Holding, as
amended or modified from time to time.

     

    “Daily
Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is
equal to the quotient of the following:

     

    
      	
               
      

            	
              (a)

            	
              for
      any day, the per annum rate of interest determined on the basis of the
      rate for deposits in United States Dollars for a period equal to one (1)
      month appearing on Page BBAM of the Bloomberg Financial Markets
      Information Service as of 11:00 a.m. (Detroit, Michigan time) (or as soon
      thereafter as practical) on such day, or if such day is not a Business
      Day, on the immediately preceding Business Day.  In the event
      that such rate does not appear on Page BBAM of the Bloomberg Financial
      Markets Information Service (or otherwise on such Service) on any day, the
      “Daily Adjusting LIBOR Rate” for such day shall be determined by reference
      to such other publicly available service for displaying eurodollar rates
      as may be reasonably selected by Bank, or, in the absence of such other
      service, the “Daily Adjusting LIBOR Rate” for such day shall, instead, be
      determined based upon the average of the rates at which Bank is offered
      dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or as
      soon thereafter as practical), on such day, or if such day is not a
      Business Day, on the immediately preceding Business Day, in the interbank
      eurodollar market in an amount comparable to the principal amount of the
      applicable Indebtedness and for a period of one (1)
  month;

            


    

     

    divided
by


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              1.00
      minus the maximum rate (expressed as a decimal) on such day at which Bank
      is required to maintain reserves on “Euro-currency Liabilities” as defined
      in and pursuant to Regulation D of the Board of Governors of the Federal
      Reserve System or, if such regulation or definition is modified, and as
      long as Bank is required to maintain reserves against a category of
      liabilities which includes eurodollar deposits or includes a category of
      assets which includes eurodollar loans, the rate at which such reserves
      are required to be maintained on such
category.

            


    

     

    “Debt”
shall mean, as of any applicable date of determination, all items of
indebtedness, obligation or liability of Companies, whether matured or
unmatured, liquidated or unliquidated, direct or indirect, absolute or
contingent, joint or several, that should be classified as liabilities in
accordance with GAAP, including, without limitation, Capital
Leases.

     

    “EBITDA”
shall mean, as of any date of determination, the sum of the net income of
Companies and their consolidated Subsidiaries, for the applicable measuring
period ending on such date of determination, plus, to the extent
deducted in computating such net income, (i) income taxes for that period, (ii)
interest expense for that period and (iii) depreciation, depletion and
amortization expense for that period, in each case determined in accordance with
GAAP, and (d) other non-cash charges and extraordinary items and minus, to the extent
included in the determination of net income, non-cash gains and other
extraordinary items. The applicable measuring period for any date of
determination shall be the four preceding fiscal quarters ending on such date of
determination.

     

    “Eligible
Account” shall mean an Account (but shall not include interest and service
charges) arising in the ordinary course of a Company’s business which meets each
of the following requirements:

     

    
      	
               
      

            	
              (a)

            	
              it
      is not owing more than one hundred twenty (120) days after the date of the
      original invoice or other writing evidencing such
  Account;

            


    

     

    
      	
               
      

            	
              (b)

            	
              it
      is not owing by an Account Debtor (as defined in the UCC) who has failed
      to pay fifty percent (50%) or more of the aggregate amount of its Accounts
      owing to the applicable Company within one hundred twenty (120) days after
      the date of the respective invoices or other writings evidencing such
      Accounts;

            


    

     

    
      	
               
      

            	
              (c)

            	
              it
      arises from the sale or lease of goods and such goods have been shipped or
      delivered to the Account Debtor under such Account; or it arises from
      services rendered and such services have been
  performed;

            


    

     

    
      	
               
      

            	
              (d)

            	
              it
      is evidenced by an invoice, dated not later than the date of shipment or
      performance, rendered to such Account Debtor or some other evidence of
      billing acceptable to Bank;

            


    

     

    
      	
               
      

            	
              (e)

            	
              it
      is not evidenced by any note or other negotiable instrument or by any
      chattel paper;

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (f)

            	
              it
      is a valid, legally enforceable obligation of the Account Debtor
      thereunder, and is not subject to any offset, counterclaim or other
      defense on the part of such Account Debtor or to any claim on the part of
      such Account Debtor denying liability thereunder in whole or in part;
      provided however such Account will not be an Eligible Account only to the
      extent of the offset, counterclaim, defense or
  claim;

            


    

     

    
      	
               
      

            	
              (g)

            	
              it
      is not subject to any sale of accounts, any rights of offset, assignment,
      lien or security interest whatsoever other than to
  Bank;

            


    

     

    
      	
               
      

            	
              (h)

            	
              it
      is not owing by a Subsidiary or Affiliate of any Company, nor by an
      Account Debtor which (i) does not maintain its chief executive office in
      the United States of America, (ii) is not organized under the laws of the
      United States of America, or any state thereof, or (iii) is the government
      of any foreign country or sovereign state, or of any state, province,
      municipality or other instrumentality
thereof;

            


    

     

    
      	
               
      

            	
              (i)

            	
              it
      is not an account owing by the United States of America or any state or
      political subdivision thereof, or by any department, agency, public body
      corporate or other instrumentality of any of the foregoing, unless all
      necessary steps are taken to comply with the Federal Assignment of Claims
      Act of 1940, as amended, or with any comparable state law, if applicable,
      and all other necessary steps are taken to perfect Bank’s security
      interest in such account;

            


    

     

    
      	
               
      

            	
              (j)

            	
              it
      is not owing by an Account Debtor (other than an Account Debtor approved
      in writing by Bank and subject to such conditions and limitations as Bank
      may in its sole discretion establish as a condition of such approval) for
      which the applicable Company has received a notice of (i) the dissolution,
      liquidation, termination of existence, insolvency or business failure of
      the Account Debtor, (ii) the appointment of a receiver for any part of the
      property of the Account Debtor, or (iii) an assignment for the benefit of
      creditors, the filing of a petition in bankruptcy, or the commencement of
      any proceeding under any bankruptcy or insolvency laws by or against the
      Account Debtor;

            


    

     

    
      	
               
      

            	
              (k)

            	
              it
      is not an account billed in advance, payable on delivery, for consigned
      goods, for guaranteed sales, for unbilled sales, subject to a retainage or
      holdback by the Account Debtor or insured by a surety company;
      and

            


    

     

    
      	
               
      

            	
              (l)

            	
              it
      is not payable at a future date in accordance with its terms, except in
      compliance with normal credit terms (e.g. 2% 10, net
  30);

            


    

     

    
      	
               
      

            	
              (m)

            	
              it
      is not owing by any Account Debtor whose obligations Bank (in its
      reasonable credit judgment) shall have notified Companies are not deemed
      to constitute Eligible Accounts.

            


    

     

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


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Eligible
Inventory” shall be valued at the lesser of cost or present market value in
accordance with GAAP, on a first in/first out basis, and shall mean all of
Companies’ Inventory which is in good and merchantable condition, is not
obsolete or discontinued, and which would properly be classified as “raw
materials” or “finished goods inventory” (including resale goods) under GAAP,
excluding (a) Companies’ work in process, consigned goods and inventory located
outside the United States of America, (b) Inventory not in the possession and
control of the applicable Company or not stored and held in facilities owned by
a Company unless, if such facilities are not so owned, Bank is in possession of
a Collateral Access Agreement or other acknowledgment agreements with respect
thereto, (c) inventory covered by or subject to a seller’s right to repurchase,
or any consensual or nonconsensual lien or security interest (including without
limitation purchase money security interests) other than in favor of Bank,
whether senior or junior to Bank’s security interest, and (d) Inventory that
Bank (in its reasonable credit judgment) after having notified Companies,
excludes.  Inventory which is at any time Eligible Inventory, but
which subsequently fails to meet any of the foregoing requirements, shall
forthwith cease to be Eligible Inventory.

     

    “Environmental
Laws” shall mean all federal, state and local laws including statutes,
regulations, ordinances, codes, rules, and other governmental restrictions and
requirements, relating to environmental pollution, contamination or other
impairment of the environment or any hazardous or toxic substances of any
nature. These Environmental Laws shall include but not be limited to the Federal
Solid Waste Disposal Act, the Federal Clean Air Act, the Federal Clean Water
Act, the Federal Resource Conservation and Recovery Act of 1976, the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
and the Federal Superfund Amendments and Reauthorization Act of
1986.

     

    “Equity
Interests” means, with respect to any Person, any and all shares, share capital,
interests, participations, warrants, options or other equivalents (however
designated) of capital stock of a corporation and any and all equivalent
ownership interests in a Person (other than a corporation).

     

    “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended, or
any successor act or code.

     

    “Eurodollar-based
Advance” shall mean an Advance which bears interest at the Eurodollar-based
Rate.

     

    “Eurodollar-based
Rate” shall mean a per annum interest rate which is the Applicable Margin plus the greater of
(i) one percent (1%) and (ii) the quotient of:

     

    
      	
               
      

            	
              (a)

            	
              the
      LIBOR Rate; divided by

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      percentage equal to 100% minus the maximum rate on such date at which Bank
      is required to maintain reserves on “Euro-currency Liabilities” as defined
      in and pursuant to Regulation D of the Board of Governors of the Federal
      Reserve System or, if such regulation or definition is modified, and as
      long as Bank is required to maintain reserves against a category of
      liabilities which includes eurodollar deposits or includes a category of
      assets which includes eurodollar loans, the rate at which such reserves
      are required to be maintained on such
category;

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    all as
conclusively determined by Bank, such sum to be rounded upward, if necessary, to
the nearest whole multiple of 1/100th of 1%.

     

    “Eurodollar
Lending Office” shall mean Bank’s office located at Grand Cayman, British West
Indies or such other branch of Bank, domestic or foreign, as it may hereafter
designate as its Eurodollar Lending Office by notice to Companies.

     

    “Event of
Default” shall mean any of the events of default specified in Section 10
hereof.

     

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

     

    “Funded
Debt” shall mean for any Person (a) all indebtedness of such Person for borrowed
money or for the deferred purchase price of property or services as of such date
(other than operating leases, trade liabilities and accrued expenses incurred in
the ordinary course of business and payable in accordance with customary
practices) or which is evidenced by a note, bond, debenture or similar
instrument, (b) the principal component of all obligations of such Person under
Capitalized Leases, (c) all reimbursement obligations (actual, contingent or
otherwise) of such Person in respect of letters of credit, acceptances or
similar obligations issued or created for the account of such Person, (d) all
liabilities secured by any liens on any property owned by such Person as of such
date even though such Person has not assumed or otherwise become liable for the
payment thereof, in each case determined in accordance with GAAP; provided
however that so long as such Person is not personally liable for such
liabilities, the amount of such liability shall be deemed to be the lesser of
the fair market value at such date of the property subject to the lien securing
such liability and the amount of the liability secured, and (e) all guaranty
obligations in respect of any liability which constitutes Funded Debt as
described in clauses (a) through (d) hereof; provided, however that Funded Debt
shall not include any interest rate swap transaction, basis swap transaction,
forward rate transaction, commodity swap transaction, equity transaction, equity
index transaction, foreign exchange transaction, cap transaction, floor
transaction (including any option with respect to any of these transactions and
any combination of any of the foregoing) entered into by such Person prior to
the occurrence of a termination event with respect thereto.

     

    “GAAP”
shall mean, as of any applicable date of determination, generally accepted
accounting principles consistently applied, as in effect on the date of this
Agreement.

     

    “Guaranties”
shall mean the guaranties from Holding and from each a Subsidiary of any
Company.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “Guarantors”
shall mean Holding and each Subsidiary of any Company which is required to be a
Guarantor in accordance with the provisions of this Agreement.

     

    “Holding”
shall mean Superior Materials Holdings, LLC, a Michigan limited liability
company.

     

    “Indebtedness”
shall mean all loans, advances, indebtedness, obligations and liabilities of
Companies to Bank under this Agreement, together with all other indebtedness,
obligations and liabilities whatsoever of Companies to Bank arising under or in
connection with this Agreement or otherwise, whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, joint or
several, due or to become due, now existing or hereafter arising.

     

    “Interest
Period” shall mean a period of one (1), two (2) or three (3) months as selected
by Companies pursuant to the provisions of this Agreement commencing on the day
a Eurodollar-based Advance is made, or on the effective date of an election of
the Eurodollar-based Rate made under Section 3.1.

     

    “Inventory”
shall have the meaning assigned to it in the Michigan Uniform Commercial Code on
the date of this Agreement.

     

    “Letter
of Credit” shall have the meaning set forth in Section 2.6.

     

    “Letter
of Credit Reserve” shall mean as of any date of determination, an amount equal
to the aggregate principal amount of all undrawn Letters of Credit issued by
Bank for the account of Companies under and pursuant to this Agreement and the
amount of all draws under Letters of Credit paid by Bank and not reimbursed by
Companies.

     

    “LIBOR
Rate” shall mean, with respect to any principal outstanding under this Agreement
at the Eurodollar-based Rate, the per annum rate of interest determined on the
basis of the rate for deposits in United States Dollars for a period equal to
the relevant Interest Period, commencing on the first day of such Interest
Period, appearing on Page BBAM of the Bloomberg Financial Markets Information
Service as of 11:00 a.m. (Detroit, Michigan time) (or soon thereafter as
practical), two (2) Business Days prior to the first day of such Interest
Period.  In the event that such rate does not appear on Page BBAM of
the Bloomberg Financial Markets Information Service (or otherwise on such
Service), the “LIBOR Rate” shall be determined by reference to such other
publicly available service for displaying LIBOR rates as may be agreed upon by
Bank and Company, or, in the absence of such agreement, the “LIBOR Rate” shall,
instead, be the per annum rate equal to the average (rounded upward, if
necessary, to the nearest one-sixteenth of one percent (1/16%)) of the rate at
which Bank is offered dollar deposits at or about 11:00 a.m. (Detroit, Michigan
time) (or soon thereafter as practical), two (2) Business Days prior to the
first day of such Interest Period in the interbank LIBOR market in an amount
comparable to the principal amount of the Indebtedness under this Agreement
which is to bear interest at such Eurodollar-based Rate and for a period equal
to the relevant Interest Period.

     

    “Loan
Documents” shall mean collectively, this Agreement, the Note, the Guaranties,
the Security Agreement, the Assignment, the Support Letters, the Mortgages and
any other instruments or agreements executed at any time pursuant to or in
connection with any such documents.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Mortgages”
shall mean the Continuing Collateral Mortgages from Companies in favor of Bank
granting to Bank first mortgage liens on the property and improvements described
in attached Schedule 1.2.

     

    “Permitted
Acquisitions” shall mean any acquisition (including by way of merger) by a
Company of all or substantially all of the assets of another Person, or of a
division or line of business of another Person, or shares of stock or other
ownership interests of another Person, which is conducted in accordance with the
following requirements (and shall include the acquisitions, regardless of
compliance with the following requirements):

     

    
      	
               
      

            	
              (a)

            	
              Such
      acquisition is of a business or Person engaged in a line of business
      reasonably related to that of the
Companies;

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      such acquisition is structured as a stock acquisition, then the Person so
      acquired shall either (X) become a wholly-owned Subsidiary of a Company or
      of a Subsidiary and the Companies shall comply, or cause such Subsidiary
      to comply,  with Section 7.14 hereof or (Y) such Person shall be
      merged with and into a Company or a Subsidiary (with a Company or such
      Subsidiary being the surviving
entity);

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      such acquisition is structured as the acquisition of assets, such assets
      shall be acquired by a Company or a
Subsidiary;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Company shall have delivered to Bank not less than fifteen  (15)
      nor more than ninety (90) days prior to the date of such acquisition,
      notice of such acquisition together with Pro Forma Projected Financial
      Information, copies of all material documents relating to such
      acquisition, and historical financial information (including income
      statements, balance sheets and cash flows) covering at least two (2)
      complete fiscal years of the acquisition target prior to the effective
      date of the acquisition or the entire credit history of the acquisition
      target, whichever period is shorter, in each case in form and substance
      satisfactory to the Bank;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Both
      immediately before and after such acquisition no Event of Default shall
      have occurred and be continuing;

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      board of directors (or other Person(s) exercising similar functions) of
      the seller of the assets or issuer of the shares of stock or other
      ownership interests being acquired shall not have disapproved such
      transaction or recommended that such transaction be
      disapproved;

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      purchase price of such proposed new acquisition (including all Funded Debt
      assumed in connection with such acquisition and all payments to be made
      under employment agreements and non-compete agreements), shall not exceed
      Five Million Dollars ($5,000,000) and the aggregate amount of such
      purchase price for all acquisitions consummated after the date of
      execution of this Agreement shall not exceed Fifteen Million Dollars
      ($15,000,000).

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Permitted
Liens” shall mean with respect to any Person:

     

    
      	
               
      

            	
              (a)

            	
              liens
      for taxes not yet due and payable or which are being contested in good
      faith by appropriate proceedings diligently pursued, provided that
      provision for the payment of all such taxes has been made on the books of
      such Person as may be required by
GAAP;

            


    

     

    
      	
               
      

            	
              (b)

            	
              mechanics’,
      materialmen’s, banker’s, carriers’, warehousemen’s and similar liens and
      encumbrances arising in the ordinary course of business and securing
      obligations of such Person that are not overdue for a period of more than
      60 days or are being contested in good faith by appropriate proceedings
      diligently pursued, provided that in the case of any such contest (i) any
      proceedings commenced for the enforcement of such liens and encumbrances
      shall have been duly suspended; and (ii) such provision for the payment of
      such liens and encumbrances has been made on the books of such Person as
      may be required by GAAP;

            


    

     

    
      	
               
      

            	
              (c)

            	
              liens
      arising in connection with worker’s compensation, unemployment insurance,
      old age pensions and social security benefits and similar statutory
      obligations which are not overdue or are being contested in good faith by
      appropriate proceedings diligently pursued, provided that in the case of
      any such contest (i) any proceedings commenced for the enforcement of such
      liens shall have been duly suspended; and (ii) such provision for the
      payment of such liens has been made on the books of such Person as may be
      required by GAAP;

            


    

     

    
      	
               
      

            	
              (d)

            	
              (i)
      liens incurred in the ordinary course of business to secure the
      performance of statutory obligations arising in connection with progress
      payments or advance payments due under contracts with the United States
      government or any agency thereof entered into in the ordinary course of
      business, (ii) lien to secure bonds required to be obtained under the
      provisions of the Security Agreement, (iii) liens incurred or deposits
      made in the ordinary course of business to secure the performance of
      statutory obligations, bids, leases, fee and expense arrangements with
      trustees and fiscal agents and other similar obligations (exclusive of
      obligations incurred in connection with the borrowing of money, any
      lease-purchase arrangements or the payment of the deferred purchase price
      of property), and (iv) liens on leased assets incurred in connection with
      leases permitted under this Agreement, provided that full provision for
      the payment of all such obligations set forth in clauses (i), (ii), (iii)
      and (iv) has been made on the books of such Person as may be required by
      GAAP;

            


    

     

    
      	
               
      

            	
              (e)

            	
              minor
      survey exceptions or minor encumbrances, easements or reservations, or
      rights of others for rights-of-way, utilities and other similar purposes,
      or zoning or other restrictions as to the use of real properties, which do
      not materially interfere with the business of such Person;
    and

            


    

     

    
      	
               
      

            	
              (f)

            	
              judgment
      liens securing judgments not constituting Events of Default under Section
      10.2(f).

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “Person”
or “person” shall mean any individual, corporation, partnership, joint venture,
limited liability company, association, trust, unincorporated association, joint
stock company, government, municipality, political subdivision or agency, or
other entity.

     

    “Prime
Rate” shall mean the per annum interest rate established by Bank as its prime
rate for its borrowers as such rate may vary from time to time, which rate is
not necessarily the lowest rate on loans made by Bank at any such
time.

     

    “Prime-based
Advance” shall mean an Advance which bears interest at the Prime-based
Rate.

     

    “Prime-based
Rate” shall mean for any day a per annum interest rate which is the sum of the
Applicable Margin plus the Prime Referenced Rate.

     

    “Prime
Referenced Rate” means, for any day, a per annum interest rate which is equal to
the Prime Rate in effect on such day, but in no event and at no time shall the
Prime Referenced Rate be less than the sum of the Daily Adjusting LIBOR Rate for
such day plus two and one-half percent (2.50%) per annum. If, at any time, Agent
determines that it is unable to determine or ascertain the Daily Adjusting LIBOR
Rate for any day, the Prime Referenced Rate for each such day shall be the Prime
Rate in effect at such time, but not less than two and one-half percent (2.50%)
per annum.

     

    “Pro
Forma Projected Financial Information” shall mean, as to any proposed
acquisition, a statement executed by an officer of Companies (supported by
reasonable detail) setting forth the total consideration to be paid or incurred
in connection with the proposed acquisition, and pro forma combined projected
financial information for the Companies and their consolidated Subsidiaries and
the acquisition target (if applicable), consisting of projected balance sheets
as of the proposed effective date of the acquisition or the closing date thereof
and as of the end of at least the next succeeding three (3) fiscal years of the
Companies following the acquisition and projected statements of income and cash
flows for each of those years, including sufficient detail to permit calculation
of the amounts and the ratios described in Sections 7.11 through 7.13 and 8.9
hereof, as projected as of the effective date of the acquisition and for those
fiscal years and accompanied by (i) a statement setting forth a calculation of
the ratios and amounts so described, (ii) a statement in reasonable detail
specifying all material assumptions underlying the projections and (iii) such
other information as Bank shall reasonably request.

     

    “Quarterly
EBITDA” shall mean, as of any date of determination, the sum of the net income
of Companies and their consolidated Subsidiaries, for the fiscal quarter ending
on such date of determination, plus, to the extent deducted in computating such
net income, (i) income taxes for that period, (ii) interest expense for that
period and (iii) depreciation, depletion and amortization expense for that
period, in each case determined in accordance with GAAP, and (d) other non-cash
charges and extraordinary items and minus, to the extent included in the
determination of net income, non-cash gains and other extraordinary
items.

     

    “Request
for Advance” shall mean a Request for Advance issued by Companies under this
Agreement in the form annexed to this Agreement as Exhibit
“A”.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    “Responsible
Officer” shall mean the manager, chief executive officer, chief financial
officer, treasurer or the president of the Companies, or with respect to
compliance with financial covenants, the chief financial officer or the
treasurer of the Companies or any other officer having substantially the same
authority and responsibility.

     

    “Revolving
Credit Maturity Date” shall mean September 30, 2010.

     

    “Revolving
Credit Note” or “Note” shall mean the Note described in Section 2.1 hereof made
by Companies to Bank in the form annexed to this Agreement as Exhibit
“B”.

     

    “Security
Agreement” shall mean the Security Agreement(s) in the form and content of Exhibit “C” to this
Agreement pursuant to which Companies and each Subsidiary grant to Bank a first
priority security interest in all tangible and intangible personal property,
wherever located and whether now owned or hereafter acquired, together with all
replacements thereof, substitutions therefor, accessions thereto and all
proceeds and products of all the foregoing.

     

    “Subsidiary”
shall mean a corporation or other entity of which more than fifty percent (50%)
of the outstanding voting stock or equivalent equity interests are owned by a
Company, either direct or indirectly, through one or more
intermediaries.

     

    “Support
Letters” shall mean the support letters dated as of August __, 2008 by the
Support Parties in favor of Bank, as the same may be amended or modified from
time to time.

     

    “Support
Parties” shall mean Edw. C. Levy Co. and U.S. Concrete, Inc. and ‘Support Party’
shall mean each of them.

     

    “Transaction”
shall mean the acquisition by Holding and Companies of certain of assets of Edw.
C. Levy Co. and certain Affiliates of US Concrete, Inc. pursuant to the
Transaction Documents.

     

    “Transaction
Documents” shall mean the Contribution Agreement and any other related documents
or agreements arising from or entered into pursuant to the terms of the
Contribution Agreement, in each case as amended as permitted hereunder from time
to time.

     

    “Uniform
Commercial Code” or “UCC” shall mean the Uniform Commercial Code of any
applicable state and unless specified otherwise shall mean the Uniform
Commercial Code as in effect in the State of Michigan.

     

    “U.S.
Concrete Credit Agreement” shall mean the Credit Agreement dated as
of  June 30, 2006 by and among U.S. Concrete, Inc., as borrower, the
lenders party thereto and Citicorp North America, Inc., as administrative agent,
as the same may be amended, modified or amended and restated from time to time
or any Credit Agreement which replaces such Credit Agreement.

     

    
      	
               
      

            	
              2.

            	
               THE INDEBTEDNESS:
      Revolving Credit

            


    

     

    2.1           Bank
agrees to make Advances to Companies at any time and from time to time from the
effective date hereof until the Revolving Credit Maturity Date, not to exceed
Fifteen Million Dollars ($15,000,000) in aggregate principal amount at any one
time outstanding. All of the Advances under this Section 2 shall be evidenced by
the Revolving Credit Note under which Advances, repayments and readvances may be
made, subject to the terms and conditions of this Agreement.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    2.2          The
Revolving Credit Note shall mature on the Revolving Credit Maturity Date and
each Advance from time to time outstanding thereunder shall bear interest at its
Applicable Interest Rate. The amount and date of each Advance, its Applicable
Interest Rate, its Interest Period, if applicable, and the amount and date of
any repayment shall be noted on Bank’s records, which records will be conclusive
evidence thereof absent demonstrable error.

     

    2.3          Companies
may request an Advance under this Section 2 upon the delivery to Bank of a
Request for Advance executed by an authorized officer of Companies, subject to
the following:

     

    
      	
               
      

            	
              (a)

            	
              each
      such Request for Advance shall set forth the information required on the
      Request for Advance form annexed hereto as Exhibit
      “A”;

            


    

     

    
      	
               
      

            	
              (b)

            	
              each
      such Request for Advance shall be delivered to Bank by 11:00 a.m. on the
      proposed date of Advance;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      principal amount of such Advance, plus the amount of any outstanding
      indebtedness to be then combined therewith having the same Applicable
      Interest Rate and Interest Period, if any, shall be in the case of a
      Eurodollar-based Advance at least $500,000 or any larger amount in $50,000
      increments;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      principal amount of such Advance, plus the sum of the amount of all other
      outstanding Advances under this Section 2, and the Letter of Credit
      Reserve shall not exceed the formula set forth in Section 2.5
      below;

            


    

     

    
      	
               
      

            	
              (e)

            	
              a
      Request for Advance, once delivered to Bank, shall not be revocable by
      Companies.

            


    

     

    Bank may,
at its option, lend under this Section 2 upon the telephone request of an
authorized officer of Companies and, in the event Bank makes any such advance
upon a telephone request, the requesting officer shall, if so requested by Bank,
mail to Bank, on the same day as such telephone request, a Request for Advance
in the form attached as Exhibit “A”.
Companies hereby authorize Bank to disburse Advances under this Section 2
pursuant to the telephone instructions of any person purporting to be an
authorized officer of Companies and Companies shall bear all risk of loss
resulting from disbursements made upon any telephone request. Each telephone
request for an Advance shall constitute a certification of the matters set forth
in the Request for Advance form as of the date of such requested
Advance.

     

    2.4          Companies
may prepay all or part of the outstanding balance of the Prime-based Advance(s)
under the Revolving Credit Note at any time. Upon one (1) Business Day prior
notice to Bank, Companies may prepay all or part of any Eurodollar-based
Advance, provided that the amount of any such partial prepayment shall be at
least $250,000 and the unpaid portion of such Advance which is refunded or
converted under Section 4.3 shall be subject to the limitations of Section
2.3(c) hereof. Any prepayment of a Prime-based Advance or a Eurodollar-based
Advance on the last day of the Interest Period therefor made in accordance with
this Section shall be without premium, penalty or prejudice to Companies’ right
to reborrow under the terms of this Agreement. Any other prepayment shall be
subject to the provisions of Section 4.1 hereof.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    2.5           The
aggregate principal amount at any one time outstanding under the Revolving
Credit Note plus the Letter of Credit Reserve shall never exceed the Borrowing
Base. Companies shall immediately make all payments necessary to comply with
this provision. Any such payments shall be applied first to outstanding
Prime-based Advances and the remainder, if any, to outstanding Eurodollar-based
Advances.

     

    2.6           In
addition to Advances under the Revolving Credit Note to be provided to Companies
by Bank under and pursuant to Section 2.1 of this Agreement, Bank further agrees
to issue, or commit to issue, from time to time, standby letters of credit for
the account of Companies on a joint and several basis (herein individually
called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate
undrawn amounts not to exceed Five Million Dollars ($5,000,000) at any one time
outstanding; provided, however that the sum of the aggregate amount of Advances
outstanding under the Revolving Credit Note plus the Letter of Credit Reserve
shall not exceed, subject to  Section 2.9, Fifteen Million Dollars
($15,000,000) at any one time; and provided further that no Letter of Credit
shall, by its terms, have an expiration date which extends beyond the fifth
(5th)
Business Day before the Revolving Credit Maturity Date or one (1) year after
issuance, whichever first occurs. In addition to the terms and conditions of
this Agreement, the issuance of any Letters of Credit shall also be subject to
the terms and conditions of any letter of credit applications and agreements
executed and delivered by Companies to Bank with respect thereto. Companies
shall pay to Bank quarterly in arrears a per annum fee equal to the Applicable
L/C Commission Rate of the amount of each standby Letter of Credit, which fee
shall be payable on the first day of each July, October, January and
April.

     

    2.7           Companies
agree to pay to Bank a facility fee on the average daily balance of the
revolving credit commitment at the rate of the Applicable Fee Percentage per
annum, computed on the actual number of days elapsed using a year of 360 days.
The facility fee shall be payable quarterly in arrears on the first day of each
July, October, January and April (commencing April 1, 2010) and on the Revolving
Credit Maturity Date.

     

    2.8           Companies
may upon at least five (5) Business Days’ prior written notice to Bank (but not
more frequently than twice during any period of 12 consecutive months),
permanently reduce the revolving credit commitment in whole at any time, or in
part from time to time, without premium or penalty, provided that: (i) each
partial reduction of the revolving credit commitment shall be in an aggregate
amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) or a
larger integral multiple of One Hundred Thousand Dollars ($100,000); (ii)
Companies shall prepay in accordance with the terms hereof the amount, if any,
by which the aggregate unpaid principal amount of Advances outstanding
hereunder, plus the aggregate undrawn amount of outstanding Letters of Credit,
exceeds the amount of the then applicable revolving credit commitment as so
reduced, together with interest thereon to the date of prepayment; and (iii) no
reduction shall reduce the revolving credit commitment to an amount which is
less than the aggregate undrawn amount of any Letters of Credit outstanding at
such time. Reductions of the revolving credit commitment will not be available
for reinstatement by or readvance to the Companies.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    2.9         Companies
may request that the revolving credit commitment be increased in an aggregate
amount (for all such requests under this Section 2.9) not to exceed Five Million
Dollars ($5,000,000), subject to the satisfaction concurrently with or prior to
the date of each such request of the following conditions:

     

    
      	
               
      

            	
              (a)

            	
              Companies
      shall have delivered to the Bank a written request for such increase,
      specifying the amount of increase thereby requested (each such request, a
      “Request for Increase”); provided, however, that in the event Companies
      have previously delivered a Request for Increase pursuant to this Section
      2.9, Companies may not deliver a subsequent Request for Increase until all
      the conditions to effectiveness of such first Request for Increase have
      been fully satisfied (or such Request for Increase has been withdrawn);
      and provided further that Companies may make no more than two Requests for
      Increase;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Bank
      shall have consented to the increase in the revolving credit commitment
      (which consent may be granted or withheld in the sole and absolute
      discretion of Bank);

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      requested, Companies shall have executed and delivered to Bank a new
      Revolving Credit Note payable to Bank in the face amount of the revolving
      credit commitment (after giving effect to the Request for
      Increase);

            


    

     

    
      	
               
      

            	
              (d)

            	
              no
      Event of Default (or event which with the giving of notice or the passage
      of time or both would constitute an Event of Default) shall have occurred
      and be continuing; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              such
      other amendments, acknowledgments, consents, documents, instruments, and
      registrations, if any, shall have been executed and delivered and/or
      obtained by Companies as required by Bank, in its reasonable
      discretion.

            


    

     

    2.10       Proceeds
of Advances under the Revolving Credit Note shall be used solely for working
capital purposes and other general corporate purposes.

     

    
      	
               
      

            	
              3.

            	
              INTEREST,
      INTEREST PERIODS, CONVERSIONS,
PREPAYMENTS.

            


    

     

    3.1         The
Revolving Credit Note and the Advances thereunder shall bear interest from the
date thereof on the unpaid principal balance thereof from time to time
outstanding, at a rate per annum equal to the Prime-based Rate or the
Eurodollar-based Rate, as the Companies may elect subject to the provisions of
this Agreement. Interest shall be payable monthly on the first Business Day of
each month, commencing on the first Business Day following the month during
which such Advance is made, and at maturity.  Notwithstanding the
foregoing, from and after the occurrence of any Event of Default and solely
during the continuation thereof, the Advances shall bear interest, payable on
demand, at a rate per annum equal to: (i) in the case of Prime-based Advances,
two percent (2%) above the Prime-based Rate; and (ii) in the case of a
Eurodollar-based Advance, two percent (2%) above the rate which would otherwise
be applicable under this Section 3.1 until the earlier of (A) the waiver by
Bank, or the cure by the Borrowers, of the Event of Default and (B) the end of
the then current Interest Period, at which time such Advance shall bear interest
at the rate provided for in clause (i) of this Section 3.1. Interest on all
Advances shall be calculated on the basis of a 360 day year for the actual
number of days elapsed. The interest rate with respect to any Prime-based
Advance shall change on the effective date of any change in the Prime-based
Rate.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    3.2         Each
Interest Period for a Eurodollar-based Advance shall commence on the date such
Eurodollar-based Advance is made or is converted from an Advance of another type
pursuant to Section 3.3 hereof or on the last day of the immediately preceding
Interest Period for such Eurodollar-based Advance, and shall end on the date
one, two or three months thereafter, as the Companies may elect as set forth
below, subject to the following:

     

    
      	
               
      

            	
              (i)

            	
              no
      Interest Period shall extend beyond the Revolving Credit Maturity Date;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Interest Period which would otherwise end on a day which is not a Business
      Day shall be extended to the next succeeding Business Day unless the next
      succeeding Business Day falls in another calendar month, in which case,
      such Interest Period shall end on the immediately preceding Business Day
      and when an Interest Period begins on a day which has no numerically
      corresponding day in the calendar month during which such Interest Period
      is to end, it shall end on the last Business Day of such calendar
      month.

            


    

     

    The
Companies shall elect the initial Interest Period applicable to a
Eurodollar-based Advance by its Request for Advance given to the Bank pursuant
to Section 2.3 or by its notice of conversion given to the Bank pursuant to
Section 3.3, as the case may be. Provided that no Event of Default shall have
occurred and be continuing, the Companies may elect to continue an Advance as a
Eurodollar-based Advance by giving irrevocable written, telephonic or
telegraphic notice thereof to the Bank, before 11:00 a.m. on the last day of the
then current Interest Period applicable to such Eurodollar-based Advance,
specifying the duration of the succeeding Interest Period therefor. If the Bank
does not receive timely notice of the election and the Interest Period elected
by the Companies, the Companies shall be deemed to have elected to convert such
Eurodollar-based Advance to a Prime-based Advance at the end of the then current
Interest Period.  No more than three (3) Interest Periods shall be in
effect at any one time with respect to the Revolving Credit Note.

     

    3.3           Provided
that no Event of Default shall have occurred and be continuing, the Companies
may, on any Business Day, convert any outstanding Advance into an Advance of
another type in the same aggregate principal amount, provided that any
conversion of a Eurodollar-based Advance shall be made only on the last Business
Day of the then current Interest Period applicable to such Advance. If the
Companies desire to convert an Advance, they shall give the Bank written,
telephonic or telegraphic notice, specifying the date of such conversion, the
Advances to be converted, the type of Advance elected and, if the conversion is
into a Eurodollar-based Advance, the duration of the first Interest Period
therefor, which notice shall be given not later than 11:00 a.m. on the
applicable date of conversion.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    
      
        
          	
                	
                  4.

                	
                    
      SPECIAL PROVISIONS, CHANGES IN CIRCUMSTANCES AND YIELD
      PROTECTION.

                


        

      

    

     

    4.1         If
Companies make any payment of principal with respect to any Eurodollar-based
Advance on any day other than the last day of the Interest Period applicable
thereto (whether voluntarily, by acceleration, or otherwise), or if Companies
fail to borrow any Eurodollar-based Advance after notice has been given by
Companies to Bank in accordance with the terms hereof requesting such Advance,
or if Companies fail to make any payment of principal or interest when due in
respect of a Eurodollar-based Advance, Companies shall reimburse Bank on demand
for any resulting loss, cost or expense incurred by Bank as a result thereof,
including, without limitation, any such loss, cost or expense incurred in
obtaining, liquidating, employing or redeploying deposits from third parties,
whether or not Bank shall have funded or committed to fund such Advance. Such
amount payable by Companies to Bank may include, without limitation, an amount
equal to the excess, if any, of (a) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, refunded or converted, for
the period from the date of such prepayment or of such failure to borrow, refund
or convert, through the last day of the relevant Interest Period, at the
applicable rate of interest for said Advance(s) provided under this Agreement,
over (b) the amount of interest (as reasonably determined by Bank) which would
have accrued to Bank on such amount by placing such amount on deposit for a
comparable period with leading banks in the interbank eurodollar market.
Calculation of any amounts payable to Bank under this paragraph shall be made as
though Bank shall have actually funded or committed to fund the relevant
Eurodollar-based Advance through the purchase of an underlying deposit in an
amount equal to the amount of such Advance and having a maturity comparable to
the relevant Interest Period; provided, however, that Bank may fund any
Eurodollar-based Advance in any manner it deems fit and the foregoing
assumptions shall be utilized only for the purpose of the calculation of amounts
payable under this paragraph. Upon the written request of Companies, Bank shall
deliver to Companies a certificate setting forth the basis for determining such
losses, costs and expenses, which certificate shall be conclusively presumed
correct, absent manifest error.

     

    4.2         For
any Interest Period for which the Applicable Interest Rate is the
Eurodollar-based Rate, if Bank shall designate a Eurodollar Lending Office which
maintains books separate from those of the rest of Bank, Bank shall have the
option of maintaining and carrying the relevant Advance on the books of such
Eurodollar Lending Office.

     

    4.3         If
with respect to any Interest Period Bank reasonably determines that, by reason
of circumstances affecting the foreign exchange and interbank markets generally,
deposits in Eurodollars in the applicable amounts are not being offered to the
Bank for such Interest Period, then Bank shall forthwith give notice thereof to
the Companies. Thereafter, until Bank notifies Companies that such circumstances
no longer exist, the obligation of Bank to make Eurodollar-based Advances, and
the right of Companies to convert an Advance to or refund an Advance as a
Eurodollar-based Advance shall be suspended.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    4.4         If,
after the date hereof, the introduction or implementation of, or any change in,
any applicable law, rule or regulation or in the interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by Bank (or its
Eurodollar Lending Office) with any request or directive (whether or not having
the force of law) of any such authority, shall make it unlawful or impossible
for the Bank (or its Eurodollar Lending Office) to honor its obligations
hereunder to make or maintain any Advance with interest at the Eurodollar-based
Rate, Bank shall forthwith give notice thereof to Companies. Thereafter (a) the
obligations of Bank to make Eurodollar-based Advances and the right of Companies
to convert an Advance or refund an Advance as a Eurodollar-based Advance shall
be suspended and thereafter Companies may select as Applicable Interest Rates
only those which remain available, and (b) if Bank may not lawfully continue to
maintain an Advance to the end of the then current Interest Period applicable
thereto, the Prime-based Rate shall be the Applicable Interest Rate for the
remainder of such Interest Period.

     

    4.5         If
the adoption or implementation after the date hereof, or any change after the
date hereof in, any applicable law, rule or regulation of any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by Bank (or its Eurodollar Lending Office)
with any request or directive (whether or not having the force of law) made by
any such authority, central bank or comparable agency after the date
hereof:

     

    
      	
               
      

            	
              (a)

            	
              shall
      subject Bank (or its Eurodollar Lending Office) to any tax, duty or other
      charge with respect to any Advance or any Note or shall change the basis
      of taxation of payments to Bank (or its Eurodollar Lending Office) of the
      principal of or interest on any Advance or the Note or any other amounts
      due under this Agreement in respect thereof (except for changes in the
      rate of tax on the overall net income of Bank or its Eurodollar Lending
      Office imposed by any jurisdiction in which Bank is organized or engaged
      in business); or

            


    

     

    
      	
               
      

            	
              (b)

            	
              shall
      impose, modify or deem applicable any reserve (including, without
      limitation, any imposed by the Board of Governors of the Federal Reserve
      System), special deposit or similar requirement against assets of,
      deposits with or for the account of, or credit extended by Bank (or its
      Eurodollar Lending Office) or shall impose on Bank (or its Eurodollar
      Lending Office) or the foreign exchange and interbank markets any other
      condition affecting any Advance or the
Note;

            


    

     

    and the
result of any of the foregoing is to increase the costs to Bank of maintaining
any part of the indebtedness hereunder or to reduce the amount of any sum
received or receivable by Bank under this Agreement or under the Note, by an
amount deemed by the Bank to be material, then Bank shall promptly notify
Companies of such fact and demand compensation therefor and, within fifteen days
after demand by Bank, Companies agree to pay to Bank such additional amount or
amounts as will compensate Bank for such increased cost or reduction. Bank will
promptly notify Companies of any event of which it has knowledge which will
entitle Bank to compensation pursuant to this Section. A certificate of Bank
setting forth the basis for determining such additional amount or amounts
necessary to compensate Bank shall be conclusively presumed to be correct save
for manifest error. Bank agrees that, as promptly as practical after it becomes
aware of the occurrence of any event or the existence of a condition that will
cause Bank to be entitled to compensation under this Section, it will, to the
extent not inconsistent with Bank’s internal policies, use reasonable efforts to
make, fund or maintain any affected Eurodollar-based Advance through another
lending office of Bank if as a result thereof the additional monies which would
otherwise be required to be paid in respect of such Eurodollar-based Advance
would be materially reduced and if, as determined by Bank, in its reasonable
discretion, the making, funding or maintaining of such Eurodollar-based Advance
through such other lending office would not materially adversely affect such
Advance or Bank. Companies shall pay all reasonable expenses incurred by Bank in
utilizing another lending office pursuant to this Section.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    4.6         In
the event that at any time after the date of this Agreement any change in law
such as described in Section 4.5, hereof, shall, in the reasonable opinion of
Bank require that the credit provided under Section 2 of this Agreement be
treated as an asset or otherwise be included for purposes of calculating the
appropriate amount of capital to be maintained by Bank or any corporation
controlling Bank and such change has or would have the effect of reducing the
rate of return on Bank’s or Bank’s parent’s capital or assets as a consequence
of the Bank’s obligations hereunder to a level below that which Bank or Bank’s
parent would have achieved but for such change, then Bank shall notify Companies
and demand compensation therefor and, within fifteen days after demand by Bank,
Companies agree to pay to Bank such additional amount or amounts as will
compensate Bank for such reduction. Bank will promptly notify Companies of any
event of which it has knowledge which will entitle Bank to compensation pursuant
to this Section. A certificate of Bank setting forth the basis for determining
such additional amount or amounts necessary to compensate Bank shall be
conclusively presumed to be correct save for manifest error.

     

    4.7         [Reserved].

     

    4.8         [Reserved].

     

    4.9         Neither
Company shall be required to compensate  Bank pursuant to Sections
4.1, 4.4, 4.5 and 4.6 for any such increased cost, reduction incurred or other
amount more than 180 days prior to the date that Bank demands, or notifies
Companies of its intention to demand, compensation, therefor; provided, that, if
the circumstance giving rise to such increased cost or reduction is retroactive,
then such 180-day period referred to above shall be extended to include the
period of retroactive effect thereof.

     

    
      	
               
      

            	
              5.

            	
                
      CONDITIONS

            


    

     

    5.1         Companies
agree to furnish Bank prior to the initial borrowing under this Agreement, in
form and substance to be satisfactory to Bank, with (i) certified copies of
resolutions of the Board of Directors of Holding and each Company evidencing
approval of the borrowings and transactions contemplated hereunder; (ii) a
certificate of good standing from the state of Companies’ organization and from
the state(s) in which is required to be qualified to do business; (iii) an
opinion of Companies’ and Holding’s legal counsel; and (iv) such other documents
and instruments as Bank may reasonably require.

     

    5.2         As
security for all indebtedness of Companies to Bank hereunder, Companies agree to
furnish, execute and deliver to Bank, or cause to be furnished, executed and
delivered to Bank, prior to or simultaneously with the initial borrowing
hereunder, in form to be satisfactory to Bank and supported by appropriate
resolution in certified form authorizing same, the following:


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              The
      Security Agreements;

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Mortgages;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Guaranties;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Assignment;

            


    

     

    
      	 	
              (d)(i)

            	
              The
      Collateral L/Cs;

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Support Letters;

            


    

     

    
      	
               
      

            	
              (f)

            	
              Financing
      Statements required or requested by Bank to perfect all security interests
      to be conferred upon Bank under this Agreement and to accord Bank a
      perfected first priority security position under the Uniform Commercial
      Code (subject only to the encumbrances permitted
    hereunder);

            


    

     

    
      	
               
      

            	
              (g)

            	
              Subject
      to the Post-Closing Letter, dated as of the date hereof, from Bank to
      Companies (the “Post-Closing Letter”) which shall with respect to items
      (a) – (e) above set forth the extent of Companies’ obligations with
      respect to certain collateral matters, such other documents or agreements
      of security and appropriate assurances of validity and perfected first
      priority of lien or security interest as Bank may reasonably request at
      any time.

            


    

     

    To the
extent that a Company has heretofore given a security interest to Bank with
respect to certain of the foregoing and such documents and agreements comply
with the requirements of this Agreement, it is hereby agreed that such documents
and agreements shall satisfy the requirements of this Section 5.2 and
remain in full force and effect for the purposes of this Agreement, but Bank
may, if it reasonably deems it necessary or desirable for the purposes of
creating or perfecting the security interests contemplated above, require
execution of a new agreement or agreements or amendments to such agreements on
substantially identical terms.

     

    5.3         As
a condition to the initial Advance, Bank shall have received evidence of receipt
by Company of $3,560,000 from the Support Parties (“2010 Funded Support
Payment”) in the form of cash equity contributions representing a prefunding of
a portion of their respective obligations under the Support Letters for the
period January 1, 2010 through September 30, 2010.

     

    
      	
               
      

            	
              6.

            	
                
      REPRESENTATIONS AND WARRANTIES

            


    

     

    Each
Company represents and warrants and such representations and warranties shall be
deemed to be given after giving effect to the Transaction and shall be deemed to
be continuing representations and warranties during the entire life of this
Agreement:


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    6.1         Each
Company is a limited liability company duly organized and existing in good
standing under the laws of the State of Michigan; each Company and each of its
Subsidiaries is in good standing in each jurisdiction in which it is required to
be qualified to do business, except where the failure to be so qualified would
not have a material adverse effect on the financial condition of Companies and
their Subsidiaries or their ability to carry on their business; execution,
delivery and performance of this Agreement and other documents and instruments
required under this Agreement, and the issuance of the Note by Companies are
within their powers, have been duly authorized, are not in contravention of law
or the terms of any Company’s Articles of Organization or Operating Agreement,
and do not require the consent or approval of any governmental body, agency or
authority except to the extent already obtained; and this Agreement and other
documents and instruments required under this Agreement and Note, when issued
and delivered, will be valid and binding on the Companies in accordance with
their terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

     

    6.2         The
execution, delivery and performance of this Agreement and any other documents
and instruments required under this Agreement, and the issuance of the Note by
Companies are not in contravention of the unwaived terms of any indenture,
agreement or undertaking to which any Company is a party or by which it is
bound.

     

    6.3         No
litigation or other proceeding before any court or administrative agency is
pending, or to the knowledge of the officers of Companies is threatened against
any Company or any of its Subsidiaries, the outcome of which would reasonably be
expected to materially impair any Company’s or any Subsidiary’s financial
condition or the ability of any Company or any Subsidiary to carry on its
business.

     

    6.4         There
are no security interests in, liens, mortgages, or other encumbrances on any of
any Company’s or any Subsidiary’s assets, except to Bank or as otherwise
permitted by this Agreement.

     

    6.5         Neither
any Company nor any Subsidiary maintains or contributes to any employee pension
benefit plan subject to title IV of the “Employee Retirement Income Security Act
of 1974” (herein called “ERISA”), except for any contingent multi-employer plan
withdrawal liability with respect to the Teamsters Pension Plan. There was no
unfunded past service liability of any pension plan maintained by the Companies
as of December 31, 2009, and there is no accumulated funding deficiency within
the meaning of ERISA, or any existing material liability with respect to any
pension plan owed to the Pension Benefit Guaranty Corporation (“PBGC”) or any
successor thereto, except any funding deficiency for which an application to the
PBGC for waiver is pending or for which a waiver has been granted by the
PBGC.

     

    6.6         The
financial statements of the Companies for the period ended December 31, 2009,
previously furnished to Bank, fairly present in all material respects the
financial condition of the Companies and their consolidated Subsidiaries as of
such date in accordance with the assumptions stated in the pro forma balance
sheet; since said date there has been no material adverse change in the
financial condition of the Companies and their consolidated Subsidiaries; to the
best of the knowledge of any Company’s officers, Companies do not have any
material contingent obligations (including any liability for taxes) not
disclosed by or reserved against in the balance sheet most recently provided,
and at the present time there are no material unrealized or anticipated losses
from any present commitment of any Company or any of its
Subsidiaries.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    6.7         To
the best knowledge of Companies, the financial projections previously furnished
by Companies to Bank were as of the date thereof and are as of the date of
execution of this Agreement reasonable in all material respects taking into
account all facts and information known or reasonably available to Companies it
being understood that projections are not facts.

     

    6.8         All
tax returns and tax reports of Companies and their consolidated Subsidiaries
required by law to have been filed have been duly filed or extensions obtained,
and all taxes, assessments and other governmental charges or levies (other than
those presently payable without penalty and those currently being contested in
good faith for which adequate reserves have been established) upon Companies and
their consolidated Subsidiaries (or any of its or their properties) which are
due and payable and for which the failure to pay would materially adversely
affect its business or the value of its property or assets have been paid. The
charges, accruals and reserves on the books of Companies in respect of the
Federal income tax for all periods are adequate in the opinion of
Companies.

     

    6.9         Except
as set forth in Schedule 6.9, there
are no subsidiaries of any Company.

     

    6.10       Except
as set forth in Schedule
6.10:

     

    
      	
               
      

            	
              (a)

            	
              Each
      Company and each of its Subsidiaries, in the conduct of its business, is
      in compliance in all material respects with all federal, state or local
      laws, statutes, ordinances and regulations applicable to any of them, the
      enforcement of which, if such Person were not in compliance, would
      reasonably be expected to materially adversely affect its business or the
      value of its property or assets. Companies and their Subsidiaries have all
      approvals, authorizations, consents, licenses, orders and other permits of
      all governmental agencies and authorities, whether federal, state or
      local, required to permit the operation of their business as presently
      conducted, except such approvals, authorizations, consents, licenses,
      orders and other permits with respect to which the failure to have would
      not reasonably be expected to materially adversely affect their business
      or the value of their property or assets (taken as a
    whole).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Neither
      any Company nor any Subsidiary is a party to any litigation or
      administrative proceeding, nor so far as is known by any Company is any
      litigation or administrative proceeding threatened against any Company or
      any Subsidiary, the outcome of which would reasonably be expected to have
      a material adverse effect on any Company or any Subsidiary which in either
      case (i) asserts or alleges that any Company or any Subsidiary violated
      Environmental Laws, (ii) asserts or alleges that any Company or any
      Subsidiary is required to clean up, remove, or take remedial or other
      response action due to the disposal, depositing, discharge, leaking or
      other release of any hazardous substances or materials, (iii) asserts or
      alleges that any Company or any Subsidiary is required to pay all or a
      portion of the cost of any past, present, or future cleanup, removal or
      remedial or other response action which arises out of or is related to the
      disposal, depositing, discharge, leaking or other release of any hazardous
      substances or materials by any Company or any
  Subsidiary.

            


    
 

    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Neither
      any Company nor any Subsidiary is subject to any judgment, decree, order
      or citation related to or arising out of applicable Environmental Laws
      which would reasonably be expected to materially adversely affect its
      business or the value of its property or assets and to the knowledge of
      the Companies, neither any Company nor any Subsidiary has been named or
      listed as a potentially responsible party by any governmental body or
      agency in a matter arising under any applicable Environmental Laws which
      would reasonably be expected to materially adversely affect its business
      or the value of its property or
assets.

            


    

     

    
      	
               
      

            	
              (d)

            	
              To
      the Companies’ knowledge, Companies and their Subsidiaries have all
      permits, licenses and approvals required under applicable Environmental
      Laws, the failure of which to have would have a material adverse effect on
      the operation of their business as presently conducted and as proposed to
      be conducted.

            


    

     

    6.11       No
Company is an “investment company” within the meaning of the Investment Company
Act of 1940, as amended. No Company is engaged principally, or as one of its
important activities, directly or indirectly, in the business of extending
credit for the purpose of purchasing or carrying margin stock, and none of the
proceeds of any of the loans hereunder will be used, directly or indirectly, for
any purpose which would violate the provisions of Regulation U or X of the Board
of Governors of the Federal Reserve System. Terms for which meanings are
provided in Regulation U of the Board of Governors of the Federal Reserve System
or any regulations substituted therefor, as from time to time in effect, are
used in this paragraph with such meanings.

     

    6.12       Companies
and their Subsidiaries have good and valid title to or rights in the property
pledged, mortgaged or otherwise encumbered or to be encumbered by them under the
Security Agreements.

     

    6.13       Companies
have delivered to Bank a complete and correct copy of the Contribution
Agreement, including all schedules and exhibits thereto.  The
Contribution Agreement sets forth the entire agreement and understanding of the
parties thereto relating to the subject matter thereof, and there are no other
agreements, arrangements or understandings, written or oral, relating to the
matters covered thereby.  The execution, delivery and performance of
the Contribution Agreement has been duly authorized by all necessary action
(including, without limitation, the obtaining of any consent of stockholders or
other holders of Equity Interests required by law or by any applicable corporate
or other organization documents) on the part of Companies.  No
authorization or approval or other action by, and no notice to filing with or
license from, any governmental authority is, to Companies’ knowledge, required
for such sale other than such as have been obtained on or prior to the effective
date of the Contribution Agreement.  Each of the representations and
warranties contained in the Contribution Agreement made by Holding is true,
correct and complete in all material respects and each of the representations
and warranties contained in the Contribution Agreement made by Persons other
than Holding is, to Companies’ knowledge, true, correct and complete in all
material respects.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    6.14       To
the knowledge of Companies, all conditions precedent to the Contribution
Agreement have been fulfilled or (with the prior written consent of Bank)
waived, the Contribution Agreement has not been amended or otherwise modified,
and, to the knowledge of the Companies, there has been no breach of any material
term or condition of the Contribution Agreement.

     

    
      	
               
      

            	
              7.

            	
                
      AFFIRMATIVE COVENANTS

            


    

     

    Each
Company covenants and agrees that it will, so long as Bank may make any advance
under this Agreement and thereafter so long as any indebtedness remains
outstanding under this Agreement:

     

    7.1         Furnish
Bank:

     

    
      	
               
      

            	
              (a)

            	
              within
      one hundred twenty (120) days after and as of the end of each fiscal year
      of Companies, a detailed combined review report of Companies certified to
      by independent certified public accountants satisfactory to
      Bank;

            


    

     

    
      	
               
      

            	
              (b)

            	
              within
      forty five (45) days after and as of the end of each month, a balance
      sheet and statement of profit and loss of Companies and their consolidated
      Subsidiaries certified by a Responsible Officer as being correct and
      accurate to the best of his
knowledge;

            


    

     

    
      	
               
      

            	
              (c)

            	
              (i)
      within thirty (30) days after and as of the end of each month, including
      the last month of each fiscal year, (i) the monthly aging of Companies’
      accounts (and a schedule identifying each Eligible Account), and any such
      schedule shall be accompanied, if so requested by Bank, by a true and
      correct copy of the invoices evidencing Eligible Accounts, and by evidence
      of shipment or performance, (ii) a monthly aging of Companies’ accounts
      payable, (iii) an inventory report in form satisfactory to Bank, and (iv)
      a borrowing base report, each in form acceptable to Bank and (ii) on
      Wednesday of each week, an updated borrowing base report as of the last
      day of the preceding week, each in form acceptable to
  Bank;

            


    

     

    
      	
               
      

            	
              (d)

            	
              within
      thirty (30) days prior to February 1 of each year, financial projections
      for the Companies and their consolidated Subsidiaries in form satisfactory
      to Bank;

            


    

     

    
      	
               
      

            	
              (e)

            	
              such
      information as required by the terms and conditions of any security
      agreements referred to in this
Agreement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              promptly,
      and in form to be satisfactory to Bank, such other information as Bank may
      reasonably request from time to
time.

            


    

     

    7.2         Pay
and discharge, and cause its Subsidiaries to pay and discharge, all taxes and
other governmental charges, and all contractual obligations calling for the
payment of money, before the same shall become overdue, unless and to the extent
only that such payment is being contested in good faith or the nonpayment of
which would not reasonably be expected to materially adversely affect its
business or the value of the property or assets.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    7.3         Maintain,
and cause its Subsidiaries to maintain, insurance coverage on their physical
assets and against other business risks in such amounts and of such types as are
customarily carried by companies similar in size and nature, and in the event of
acquisition of additional property, real or personal, or of incurrence of
additional risks of any nature, increase such insurance coverage in such manner
and to such extent as prudent business judgment and present practice would
dictate; and in the case of all policies covering property mortgaged or pledged
to Bank or property in which Bank shall have a security interest of any kind
whatsoever, other than those policies protecting against casualty liabilities to
strangers, all such insurance policies shall provide that the loss payable
thereunder shall be payable to Companies and Bank (as lender loss payee and
mortgagee) as their respective interests may appear, a certificate of insurance
with respect to all such policies (and within thirty days of written request by
Bank, copies of such policies, including all endorsements thereon and those
required hereunder) to be deposited with Bank.

     

    7.4         Permit
Bank, through its authorized attorneys, accountants and representatives, to
examine Companies’ and each Subsidiary’s books, accounts, records, ledgers and
assets of every kind and description at all reasonable times upon oral or
written request of Bank, which shall include but shall not be limited to
collateral audits of Companies conducted by Bank, at Companies’ own cost and
expense; provided that so long as no Event of Default has occurred and is
continuing, Companies shall not be obligated to reimburse Bank for the cost of
more than two (2) audits during any period of twelve (12) consecutive
months.

     

    7.5         Promptly
notify Bank of any condition or event which constitutes or with the running of
time and/or the giving of notice would constitute an Event of Default under this
Agreement, and promptly inform Bank of the existence or occurrence of any
condition or event (other than conditions having an effect on the economy in
general) which is reasonably expected to have a material adverse effect upon
Companies’ or any Subsidiary’s financial condition.

     

    7.6         Maintain,
and cause its Subsidiaries  to maintain, in good standing all material
licenses required by the State of Michigan or any agency thereof, or other
governmental authority that may be necessary or required for Companies and their
Subsidiaries to carry on its general business objects and purposes, except where
failure to maintain such licenses would not have a material adverse effect on
the financial condition or operations of Companies.

     

    7.7         Comply,
and cause its Subsidiaries to comply, with all material requirements imposed by
ERISA as presently in effect or hereafter promulgated, including but not limited
to, the minimum funding requirements of any Pension Plan.

     

    7.8         Promptly
notify Bank after the occurrence thereof in writing of any of the following
events:

     

    
      	
               
      

            	
              (a)

            	
              the
      termination of a Pension Plan pursuant to Subtitle C of Title IV of ERISA
      or otherwise;

            


    

    

      
        
           


        

        
          26

          
            

          

        

        
           


        

      
 

    
      
        	 	
                (b)

              	
                the
      appointment of a trustee by a United States District Court to administer a
      Pension Plan;

              


      

    

     

    
      
        	 	
                (c)

              	
                the
      commencement by the Pension Benefit Guaranty Corporation, or any successor
      thereto of any proceeding to terminate a Pension
  Plan;

              


      

    

     

    
      
        	 	
                (d)

              	
                the
      failure of a Pension Plan to satisfy the minimum funding requirements for
      any plan year as established in Section 412 of the Internal Revenue Code
      of 1954, as amended or any similar provision under the Internal Revenue
      Code of 1986, as amended;

              


      

    

     

    
      
        	 	
                (e)

              	
                the
      withdrawal of any Company or any Subsidiary from a Pension Plan;
      or

              


      

    

     

    
      
        	 	
                (f)

              	
                a
      reportable event, within the meaning of Title IV of
  ERISA.

              


      

    

     

    7.9         
Furnish Bank, upon Bank’s request, in form reasonably satisfactory to Bank with
pledges, assignments, mortgages, lien instruments or other security instruments
covering any or all of Companies’ and each Subsidiary’s real and personal
property, of every nature and description, whether now owed or hereafter
acquired, to the extent that Bank may in its sole reasonable discretion
require.

     

    7.10        
Furnish to the Bank concurrently with the delivery of each of the financial
statements required by Section 8.1(a) and Section 8.1(b), a statement prepared
and certified by a Responsible Officer (a) setting forth all computations
necessary to show compliance by Companies with the financial covenants contained
in Sections 7.11, 7.12 and 7.13 hereof, (b) stating that as of the date thereof,
no condition or event which constitutes an Event of Default hereunder or which
with the running of time and/or the giving of notice would constitute an Event
of Default hereunder has occurred and is continuing, or if any such event or
condition has occurred and is continuing or exists, specifying in detail the
nature and period of existence thereof and any action with respect thereto taken
or contemplated to be taken by Companies and (c) stating that the signer has
personally reviewed this Agreement and that such certificate is based on an
examination sufficient to assure that such certificate is accurate.

     

    7.11      
  [Reserved].

     

    7.12       
 [Reserved].

     

    7.13        
Maintain as of the end of each fiscal quarter specified below, Quarterly EBITDA
of not less than the amount specified below:

     

    
      
        
          
            
              	
                      Fiscal Quarter Ending

                    	 	
                      Amount

                    	 
	
                      December
      31, 2009

                    	 	$	(4,175,000	)
	
                      March
      31, 2010

                    	 	$	(4,530,000	)
	
                      June
      30, 2010

                    	 	$	(5,355,000	)
	
                      September
      30, 2010

                    	 	$	(5,660,000	)
	
                      December
      31, 2010

                    	 	$	(5,100,000	)
	
                      March
      31, 2011

                    	 	$	(3,625,000	)
	
                      June
      30, 2011

                    	 	$	(2,500,000	)
	
                      September
      30, 2011

                    	 	$	(1,600,000	)
	
                      December
      31, 2011 and thereafter

                    	 	$	(1,000,000	)


            

          

        

      

    


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    7.14       Maintain
all cash collection, general disbursement and other bank accounts with Bank,
except for accounts maintained at locations where Bank does not have retail
branches which do not regularly contain more than $50,000 individually or
$250,000 in the aggregate; provided that if the available balance in such
account at any time exceeds $250,000 for a period of longer than three (3)
Business Days, Companies shall transfer within two (2) Business Days the
available amount in excess of $250,000 to an account maintained with Bank;
provided further that Companies are permitted to deposit their cash collections
into Holding’s bank account maintained with Bank.

     

    7.15       Cause
each person that is or becomes a Subsidiary of any Company from time to time to
execute and deliver a Guaranty and Security Agreement to the Bank, together with
appropriate authorizing resolutions, legal opinions and together with such other
documentation as Bank may reasonable require to create or perfect liens in favor
of Bank.

     

    
      	
               
      

            	
              8.

            	
                
      NEGATIVE COVENANTS

            


    

     

    Each
Company covenants and agrees that, so long as Bank may make any Advances under
this Agreement and thereafter so long as any Indebtedness remains outstanding
under this Agreement, it will not, and will cause its Subsidiaries not
to,  without the prior written consent of Bank:

     

    8.1         Subject
to Section 8.8, Purchase, acquire or redeem any of its membership interests or
make any material change in its capital structure.

     

    8.2         Enter
into any merger or consolidation or sell, lease, transfer, or dispose of all,
substantially all, or any part of its assets, except (i) sales of inventory in
the ordinary course of its business, (ii) disposition of assets which are
obsolete or not longer used or useful in the operation of its business, (iii)
disposition of assets having a market value of not more than $500,000 during any
single fiscal year of Companies (determined on a combined basis), and (iv) any
merger or consolidation occurring in connection with a Permitted Acquisition so
long as a Borrower is the surviving entity.

     

    8.3         Guarantee,
endorse, or otherwise become secondarily liable for or upon the obligations of
others, except by endorsement for deposit in the ordinary course of business and
guaranties in favor of Bank or permitted under Section 8.13.

     

    8.4         Purchase
or otherwise acquire or become obligated for the purchase of all or
substantially all of the assets or business interests of any person, firm or
corporation or any shares of stock of any corporation, trusteeship or
association or in any other manner effectuate or attempt to effectuate an
expansion of present business by acquisition except for Permitted
Acquisitions.

     

    8.5         Affirmatively
pledge or mortgage any of its assets, whether now owned or hereafter acquired,
or create, suffer or permit to exist any lien, security interest in, or
encumbrance thereon, except:


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              to
      Bank;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Permitted Liens;

            


    

     

    
      	
               
      

            	
              (c)

            	
              liens
      described in attached Schedule 8.5,
      including renewals, extensions or replacements that do not increase the
      amount of the debt secured (other than for the related refinancing costs)
      or extend to any other assets; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              liens
      and security interests upon fixed assets acquired by a Company after the
      date of this Agreement (including by virtue of a Capital Lease) provided
      that (i) any such lien or security interest is created solely for the
      purpose of securing indebtedness representing, or incurred to finance, the
      cost of the item of property subject thereto; (ii) the principal amount of
      the indebtedness secured by such lien does not exceed 100% of the fair
      value of the property at the time it was acquired, and (iii) the lien or
      security interest does not cover any property other than such item of
      property and proceeds from the sale, disposition or replacement
      thereof.

            


    

     

    8.6         Sell,
assign, or transfer any account, contract, note, trade acceptance or other
receivable, except to Bank.

     

    8.7         Materially
alter the character of its business from that conducted as of the date of this
Agreement.

     

    8.8         Declare
or pay any dividends or distributions or make any other distribution upon its
membership interests except (i) dividends payable in the membership interests of
a Company, (ii) Companies may make quarterly distributions to Holding in an
amount not greater than the quarterly estimated income tax payments (including
federal, state and local taxes) required to be made by Holding (or its members,
as applicable) based upon the income of such member arising in connection with
the income of Company, and (iii) after December 31, 2007, other dividends and
distributions so long as there is no Event of Default at the time of such
dividend or distribution and after giving effect to such dividend or
distribution no Event of Default (or event which with the giving of notice or
the passage of time or both would constitute an Event of Default) shall have
occurred and be continuing.

     

    8.9         Make
any Capital Expenditure during any fiscal year if after giving effect thereto
the aggregate amount of all Capital Expenditures (excluding Permitted
Acquisitions) made by Companies and its Subsidiaries (on a combined basis)
during such fiscal year would exceed the greater of (i) five percent (5%) of
revenue for such year and (ii) Seven Million Dollars ($7,000,000).

     

    8.10       Enter
into any transaction or series of transactions (other than the Transaction) with
any Affiliate other than on terms and conditions as favorable to a Company as
would be obtainable in a comparable arms-length transaction with a Person other
than an Affiliate and transactions expressly permitted under Sections 8.8 or
8.11 hereof.

     

    8.11       Make
or allow to remain outstanding any investment (whether such investment shall be
of the character of investment in shares of stock, evidence of indebtedness or
other securities or otherwise) in, or any loans or advances or extensions of
credit to, any person, firm, corporation or other entity or association,
except:

     

    
      	
               
      

            	
              (a)

            	
              investments
      of surplus cash in cash
equivalents;

            


    

    

      
        
           


        

        
          29

          
            

          

        

        
           


        

      
 

    
      	
               
      

            	
              (b)

            	
              sales
      on open account and other trade account and in the ordinary course of
      business;

            


    

     

    
      	
               
      

            	
              (c)

            	
              deposits
      made in the ordinary course of business in order to obtain goods or
      services;

            


    

     

    
      	
               
      

            	
              (d)

            	
              other
      loans, advances and investments not exceeding $100,000 in the aggregate at
      any time outstanding;

            


    

     

    
      	
               
      

            	
              (e)

            	
              loans,
      advances and investments by one Company in and to another
      Company;

            


    

     

    
      	
               
      

            	
              (f)

            	
              loans
      and advances by Companies to Holding;
and

            


    

     

    
      	
               
      

            	
              (g)

            	
              loans
      and advances to Subsidiaries which are Guarantors complying with Section
      7.14.

            


    

     

    8.12       Enter
into or become subject to any agreement (other than this Agreement) (i)
prohibiting the creation or assumption of any lien or encumbrance upon the
properties or assets of any Company or (ii) requiring an obligation to become
secured (or further secured) if another obligation is secured or further
secured, except

     

    
      	
               
      

            	
              (a)

            	
              pursuant
      to the Transaction Documents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              pursuant
      to customary restrictions contained in any joint venture agreement entered
      into in connection with an investment permitted under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              customary
      restrictions in sale agreements limiting the transfer of such property
      pending the closing of such sale;

            


    

     

    
      	
               
      

            	
              (d)

            	
              customary
      restrictions pertaining to subletting or assignment of leasehold
      interests; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              restrictions
      contained in agreements evidencing indebtedness permitted by Section
      8.13.

            


    

     

    8.13       Become
or remain obligated for any Funded Debt, except:

     

    
      	
               
      

            	
              (a)

            	
              indebtedness
      to Bank;

            


    

     

    
      	
               
      

            	
              (b)

            	
              current
      unsecured trade payables and accrued liabilities arising in the ordinary
      course of Companies’ business (including, without limitation, obligations
      under operating leases including obligations of the type secured by liens
      described in subsection (d) of the definition of Permitted
      Liens);

            


    

    

      
        
           


        

        
          30

          
            

          

        

        
           


        

      
 

    
      	
               
      

            	
              (c)

            	
              indebtedness
      described in attached Schedule
      8.13;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Capital
      Leases or purchase money indebtedness incurred in connection with the
      acquisition of fixed assets in an aggregate amount not exceeding
      $2,000,000 incurred during any single fiscal year of Companies (determined
      on a combined basis for Companies);

            


    

     

    
      	
               
      

            	
              (e)

            	
              assumed
      debt in a Permitted Acquisition subject to the limitations set forth in
      the definition of Permitted
Acquisitions.

            


    

     

    8.14       Make,
permit or consent to any amendment or other modification to the constitutional
documents of any Company (including its articles of organization) or the
Transaction Documents, except to the extent that any such amendment (i) does not
violate the terms and conditions of this Agreement or any of the other Loan
Documents, (ii) does not materially adversely affect the interest of Bank as
creditor under this Agreement, the other Loan Documents, the Transaction
Documents or any other document or instrument in any respect, or (iii) could not
reasonably be expected to have a material adverse effect on
Companies.

     

    
      	
               
      

            	
              9.

            	
                
      ENVIRONMENTAL PROVISIONS

            


    

     

    9.1         Companies
shall comply, and shall cause their Subsidiaries to comply,  with all
applicable Environmental Laws except for such non-compliance which would
reasonably not be expected to materially adversely affect its business or the
value of its property or assets.

     

    9.2         Companies
shall provide to Bank, promptly upon receipt, copies of any correspondence,
notice, pleading, citation, indictment, complaint, order, decree, or other
document from any source asserting or alleging a circumstance or condition which
requires or may require a financial contribution by any Company or any
Subsidiary to a cleanup, removal, remedial action, or other response by or on
the part of any Company or any Subsidiary under applicable Environmental Laws or
which seeks damages or civil, criminal or punitive penalties from any Company
for an alleged violation of Environmental Laws, where such contribution,
response or damages would reasonably be expected to materially adversely affect
its business or the value of its property or assets.

     

    9.3         Companies
shall promptly notify Bank in writing as soon as Companies become aware of the
occurrence or existence of any condition or circumstance which makes the
environmental warranties contained in this Agreement incomplete or inaccurate in
any material respect as of any date.

     

    9.4         In
the event of any condition or circumstance that makes any environmental
warranty, representation and/or agreement incomplete or inaccurate in any
material respect as of any date, Companies shall, at the reasonable request of
Bank, at their sole expense, retain an environmental consultant, reasonably
acceptable to Bank, to conduct a thorough and complete investigation regarding
the changed condition and/or circumstance. A copy of the environmental
consultant’s report will be promptly delivered to both Bank and Companies upon
completion.


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    9.5         At
any time Companies, directly or indirectly through any environmental consultant
or other representative, determine to undertake an environmental audit,
assessment or investigation relating to any fact, event or condition which would
reasonably be expected to materially adversely affect its business or the value
of its property or assets, Companies shall promptly provide Bank with written
notice of the initiation of the environmental audit, fully describing the
purpose and intended scope of the environmental audit. Upon receipt, Companies
will promptly provide to Bank copies of all final findings and conclusions of
any such environmental investigation.

     

    9.6         Companies
hereby indemnify, save and hold Bank and any of its past, present and future
officers, directors, shareholders, employees, representatives and consultants
harmless from any and all loss, damages, suits, penalties, costs, liabilities
and expenses (including but not limited to reasonable investigation,
environmental audit(s), and legal expenses) arising out of any claim, loss or
damage to any property, injuries to or death of persons, contamination of or
adverse affects on the environment, caused by or in any way related to the
violation of any applicable Environmental Laws by any Company or its officers,
directors, shareholders, employees, consultants and/or representatives;
provided, however, that the foregoing indemnification shall not be applicable
when arising solely from events or conditions occurring while the Bank is in
sole possession (subject to the rights of any creditors of Companies) of such
property. In no event shall Companies be liable hereunder for any loss, damages,
suits, penalties, costs, liabilities or expenses arising from any act of gross
negligence or willful misconduct of Bank, or its agents or
employees.

     

    It is
expressly understood and agreed that the indemnifications granted herein are
intended to protect Bank, its past, present and future officers, directors,
shareholders, employees, consultants and representatives from any claims that
may arise by reason of the security interest, liens and/or mortgages granted to
Bank, or under any other document or agreement given to secure repayment of any
indebtedness from Companies, whether or not such claims arise before or after
Bank has foreclosed upon and/or otherwise become the owner of any such property.
All obligations of indemnity as provided hereunder shall be secured by the
collateral documents.

     

    It is
expressly agreed and understood that the provisions hereof shall and are
intended to be continuing and shall survive the repayment of any indebtedness
from Companies to Bank.

     

    9.7         Companies
shall maintain, and shall cause their Subsidiaries to maintain, all permits,
licenses and approvals required under applicable Environmental Laws except such
permits, licenses and approvals the failure of which to have would reasonably
not be expected to materially adversely affect its business or the value of
their property or assets.

     

    
      	
               
      

            	
              10.

            	
                
      EVENTS OF DEFAULT

            


    

     

    10.1       Upon
non-payment of the principal or interest due under the terms of this Agreement
or on the Note when due in accordance with the terms thereof and continuance for
five (5) calendar days after notice thereof given by bank to Companies, the Note
shall automatically become immediately due and payable, and Bank’s commitment to
make further advances and to issue Letters of Credit under this Agreement shall
automatically terminate.

     

    10.2       Upon
occurrence of any of the following events of default:


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              non-payment
      of any reimbursement obligation with respect to any Letter of Credit when
      due;

            


    

     

    
      	
               
      

            	
              (b)

            	
              non-payment
      of any outstanding Indebtedness (other than principal, interest or
      reimbursement obligations) when due in accordance with the terms thereof
      and continuance thereof for five (5) calendar days after notice from Bank
      that the same is due and payable;

            


    

     

    
      	
               
      

            	
              (c)

            	
              (i)
      default in the observance or performance of any of the conditions,
      covenants or agreements of Companies set forth in Section 7.1(c), 7.3,
      7.4, 7.13, 7.14 or set forth in Section 8 and continuance thereof until
      the earlier to occur of (A) five (5) calendar days after written notice by
      Bank to Companies and (B) ten (10) calendar days (or such greater number
      of days as the Bank in its sole discretion, may approve in writing) after
      a Responsible Officer of Companies has knowledge of such default or (ii)
      default in the observance or performance of any of the conditions,
      covenants or agreement of Companies set forth in Sections 7.1(a), 7.1(b)
      or 7.10 and continuance thereof until the earlier to occur of (A) ten (10)
      calendar days after written notice to Companies by Bank and (B) five (5)
      calendar days (or such greater number of days as Bank in its sole
      discretion, may approve in writing) after a Responsible Officer of
      Companies has knowledge of such
default;

            


    

     

    
      	
               
      

            	
              (d)

            	
              default
      in observance or performance of any of the other conditions, covenants or
      agreements of Companies herein set forth, and continuance thereof for
      thirty (30) days after written notice to Company by
  Bank;

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      material representation or warranty made by any Company or any other
      Person herein or in any instrument submitted pursuant hereto proves untrue
      in any material respect when made or deemed made and continuance thereof
      until the earlier to occur of (i) five (5) calendar days after notice
      thereof by Bank to Companies and (ii) five (5) calendar days (or such
      greater number of days as the Bank in its sole discretion, may approve in
      writing) after a Responsible Officer of Companies has knowledge of such
      fact;

            


    

     

    
      	
               
      

            	
              (f)

            	
              default
      in the observance or performance of any of the conditions, covenants or
      agreements of Companies or any other Person set forth in any collateral
      document which may be given to secure or support the indebtedness
      hereunder or in any other collateral document related to or connected with
      this Agreement or the indebtedness hereunder and continuance for ten (10)
      days;

            


    

     

    
      	
               
      

            	
              (g)

            	
              default
      in the payment of any other obligation of any Company, any Subsidiary or
      any Guarantor for borrowed money in an aggregate amount in excess of Five
      Hundred Thousand Dollars ($500,000), or in the observance or performance
      of any conditions, covenants or agreements related or given with respect
      to any obligations for borrowed money in an aggregate amount in excess of
      Five Hundred Thousand Dollars ($500,000) sufficient to permit the holder
      thereof to accelerate the maturity of such
  obligation;

            


    

    

      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (h)

            	
              judgments
      for the payment of money in excess of the sum of Five Hundred Thousand
      Dollars ($500,000) in the aggregate shall be rendered against any Company,
      any Subsidiary or any Guarantor and such judgments shall remain unpaid,
      unvacated, unbonded or unstayed by appeal or otherwise for a period of
      thirty (30) consecutive days from the date of its entry and such judgment
      is not covered by insurance from a solvent insurer who is defending such
      action without reservation of
rights;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      occurrence of any “reportable event”, as defined in the Employee
      Retirement Income Security Act of 1974 and any amendments thereto, which
      is determined to constitute grounds for termination by the Pension Benefit
      Guaranty Corporation of any employee pension benefit plan maintained by or
      on behalf of any Company or any Subsidiary for the benefit of any of its
      employees or for the appointment by the appropriate United States District
      Court of a trustee to administer such plan and is reasonably likely that
      the occurrence of such event would result in a material adverse effect on
      the applicable Company, and such reportable event is not corrected and
      such determination is not revoked within thirty (30) days after notice
      thereof has been given to the plan administrator or the applicable
      Company; or the institution of proceedings by the Pension Benefit Guaranty
      Corporation to terminate any such employee benefit pension plan or to
      appoint a trustee to administer such plan; or the appointment of a trustee
      by the appropriate United States District Court to administer any such
      employee benefit pension plan;

            


    

     

    
      	
               
      

            	
              (j)

            	
              any
      uninsured loss, uninsured theft, uninsured substantial damage or uninsured
      destruction to or of any material part of the Collateral (as defined in
      the Security Agreement);

            


    

     

    
      	
               
      

            	
              (k)

            	
              if
      there shall occur a Change of
Control;

            


    

     

    
      	
               
      

            	
              (l)

            	
              if
      any of the Guaranties is revoked;

            


    

     

    
      	
               
      

            	
              (m)

            	
              if
      any portion of the 2010 Prefunded Support Payment has been returned,
      disgorged or rescinded under any applicable state or federal law,
      including without limitation, laws pertaining to bankruptcy or
      insolvency;

            


    

     

    
      	
               
      

            	
              (n)

            	
              if
      the rating of either L/C Issuer by Standard & Poor’s Rating Services,
      a division of the McGraw-Hill Companies or Moody’s Investors Services,
      Inc. shall be less than “A” or if Standard & Poor’s Rating Services, a
      division of McGraw-Hill Companies or Moody’s Investors Services, Inc.
      shall no longer maintain a rating for either L/C Issuer; provided,
      however, no such occurrence shall constitute an Event of Default hereunder
      unless Companies, within 10 days of written notice by Bank to Companies of
      such occurrence shall fail to provide to Bank an alternate letter of
      credit which is in all material respects satisfactory to Bank issued by a
      financial institution acceptable to Bank and which has terms the same in
      all material respects as the applicable Collateral
  L/C;

            


    
 

    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (o)

            	
              if
      there shall occur an Act of Bankruptcy of either L/C Issuer or if a
      Collateral L/C shall become unavailable to Bank for any reason (other than
      as a result of a draw by Bank of the entire Collateral L/C Amount under
      the applicable Collateral L/C) or if either L/C Issuer shall wrongfully
      dishonor any drawing on its Collateral L/C, provided, however, no such
      occurrence shall constitute an Event of Default hereunder unless
      Companies, within 10 days of written notice by Bank to Companies of such
      occurrence shall fail to provide to Bank an alternate letter of credit
      which is in all material respects satisfactory to Bank issued by a
      financial institution acceptable to Bank and which has terms the same in
      all material respects as the applicable Collateral L/C;
  or

            


    

     

    
      	
               
      

            	
              (p)

            	
              if
      Companies shall fail to deliver to Bank an extension or renewal of a
      Collateral L/C for an additional term of not less than one year after the
      then in effect expiration date (or, if shorter, not less than thirty (30)
      days after the Revolving Credit Maturity Date then in effect) at least
      thirty (30) days prior to the expiration of such Collateral
      L/C;

            


    

     

    then, or
at any time thereafter, unless such default is remedied, Bank may give notice to
Companies declaring all outstanding indebtedness hereunder and under the Note to
be due and payable, whereupon all Indebtedness then outstanding hereunder and
under the Note and any Letters of Credit shall immediately become due and
payable without further notice and demand, and Bank shall not be obligated to
make further Advances or issue any Letter of Credit hereunder.

     

    10.3       If
a creditors’ committee shall have been appointed for the business of any
Company, any Subsidiary or any Guarantor in connection with any bankruptcy or
insolvency; or if any Company, any Subsidiary or any Guarantor shall have made a
general assignment for the benefit of creditors or shall have been adjudicated
bankrupt, or shall have filed a voluntary petition in bankruptcy or for
reorganization or to effect a plan or arrangement with creditors; or shall file
an answer to a creditor’s petition or other petition filed against it, admitting
the material allegations thereof for an adjudication in bankruptcy or for
reorganization; or shall have applied for or permitted the appointment of a
receiver, or trustee or custodian for any of its property or assets; or such
receiver, trustee or custodian shall have been appointed for any of its property
or assets (otherwise than upon application or consent of the applicable Company,
any Subsidiary or any Guarantor, as applicable), and such receiver, trustee or
custodian so appointed shall not have been discharged within sixty (60) days
after the date of his appointment or if an order shall be entered and shall not
be dismissed or stayed within sixty (60) days from its entry, approving any
petition for reorganization of any Company, any Subsidiary or any Guarantor,
then the Note and all Indebtedness then outstanding hereunder and under any
Letters of Credit shall automatically become immediately due and payable and
Bank shall not be obligated to make further Advances or issue any Letters of
Credit under this Agreement.

     

    10.4       Upon
the occurrence and during the continuance of an Event of Default, unless all of
the Indebtedness is then immediately fully paid, Bank shall have and may
exercise any one or more of the rights and remedies for which provision is made
for a secured party under the UCC, under the Security Agreements or under any
other document contemplated hereby or for which provision is provided by law or
in equity, including, without limitation, the right to draw under any Collateral
L/C, the right to take possession and sell, lease or otherwise dispose of any or
all of the collateral and to set off against the Indebtedness any amount owing
by Bank to any Company and/or any property of any Company in possession of
Bank.  Companies agree, upon request of Bank, to assemble the
collateral and make it available to Bank at any place designated by Bank which
is reasonably convenient to Bank and Companies.
 

    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    10.5       All
of the Indebtedness shall constitute one loan secured by Bank’s security
interest in the collateral and by all other security interests, mortgages,
liens, claims, and encumbrances now and from time to time hereafter granted from
Companies to Bank.  Upon the occurrence and during the continuance of
an Event of Default which is not cured within the cure period, if any, provided
hereunder, Bank may in its sole discretion apply the collateral to any portion
of the Indebtedness.  The proceeds of any sale or other disposition of
the Collateral authorized by this Agreement shall be applied by Bank, first upon
all expenses authorized by the Michigan Uniform Commercial Code (or other
applicable law) or otherwise in connection with the sale and all reasonable
attorneys’ fees and legal expenses incurred by Bank; the balance of the proceeds
of such sale or other disposition shall be applied in the payment of the
Indebtedness, first to interest, then to principal, then to other Indebtedness
and the surplus, if any, shall be paid over to Companies or to such other Person
or Persons as may be entitled thereto under applicable law.  Companies
shall remain liable for any deficiency, which Companies shall pay to Bank
immediately upon demand.

     

    10.6       The
remedies provided for herein are cumulative to the remedies for collection of
the Indebtedness as provided by law, in equity or by any mortgage, security
agreement or other document contemplated hereby.  Nothing herein
contained is intended, nor shall it be construed, to preclude Bank from pursuing
any other remedy for the recovery of any other sum to which Bank may be or
become entitled for the breach of this Agreement by Companies.

     

    10.7       Upon
the occurrence and during the continuance of any Event of Default, Companies
shall immediately upon demand by Bank deposit with Bank cash collateral in the
amount equal to the maximum amount available to be drawn at any time under any
Letter of Credit then outstanding.

     

    
      	
               
      

            	
              11.

            	
              MISCELLANEOUS

            


    

     

    11.1       This
Agreement shall be binding upon and shall inure to the benefit of Companies and
Bank and their respective successors and assigns, except that the credit
provided for under this Agreement and no part thereof and no obligation of Bank
hereunder shall be assignable or otherwise transferable by any
Company.

     

    11.2       Companies
shall pay all reasonable closing costs and expenses, including, by way of
description and not limitation, reasonable attorney fees, lien search fees,
appraisal fees and title policy fees incurred by Bank in connection with the
commitment, consummation and closing of this Agreement. All of said amounts
required to be paid by Companies may, at Bank’s option, be charged by Bank as an
advance against the proceeds of the Note. All reasonable costs, including
reasonable attorney fees incurred by Bank in protecting or enforcing any of its
or any of the Bank’s rights against Companies or any collateral or in defending
Bank from any claims or liabilities by any party or otherwise incurred by Bank
in connection with an event of default or the enforcement of this Agreement or
the related documents, including by way of description and not limitation, such
charges in any court or bankruptcy proceedings or arising out of any claim or
action by any person against Bank which would not have been asserted were it not
for Bank’s relationship with Companies hereunder, shall also be paid by
Companies.
 

    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    11.3       Where
the character or amount of any asset or liability or item of income or expense
is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, it shall
be done in accordance with GAAP.

     

    11.4       No
delay or failure of Bank in exercising any right, power or privilege hereunder
shall affect such right, power or privilege, nor shall any single or partial
exercise thereof preclude any further exercise thereof, or the exercise of any
other power, right or privilege. The rights of Bank under this Agreement are
cumulative and not exclusive of any right or remedies which Bank would otherwise
have.

     

    11.5       Except
as expressly provided otherwise in this Agreement, all notices and other
communications provided to any party hereto under this Agreement shall be in
writing and shall be given by personal delivery, by mail, by reputable overnight
courier, by telex or by facsimile and addressed or delivered to it at its
address set forth below or at such other address as may be designated by such
party in a notice to the other parties that complies as to delivery with the
terms of this Section 11.5. Any notice, if personally delivered or if mailed and
properly addressed with postage prepaid and sent by registered or certified
mail, shall be deemed given when received; any notice, if given to a reputable
overnight courier and properly addressed, shall be deemed given two (2) Business
Days after the date on which it was sent, unless it is actually received sooner
by the named addressee; and any notice, if transmitted by telex or facsimile,
shall be deemed given when received (answerback confirmed in the case of telexes
and receipt confirmed in the case of telecopies). Bank may, but shall not be
required to, take any action on the basis of any notice given to it by
telephone, but Companies shall promptly confirm such notice in writing or by
telex or facsimile, and such notice will not be deemed to have been received
until such confirmation is deemed received in accordance with the provisions of
this Section set forth above. If such telephonic notice conflicts with any such
confirmation, the terms of such telephonic notice shall control.

     

    To
Companies:

    Pineview
Office Park

    33469
West 14 Mile Road

    Farmington
Hills, Michigan 48331

    Attention:
Jeff Spahr

    Fax No.
(____) __________

    


    To
Bank:

    500
Woodward Avenue

    Detroit,
Michigan 48226

    Attention:
Rodney C. Clark

    Fax No.
(313) 222-3503
 

    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    11.6       This
Agreement and the Notes have been delivered at Detroit, Michigan, and shall be
governed by and construed and enforced in accordance with the laws of the State
of Michigan. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

     

    11.7       No
amendments or waiver of any provisions of this Agreement nor consent to any
departure by Companies therefrom shall in any event be effective unless the same
shall be in writing and signed by the Bank, and then such amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. No amendment, waiver or consent with respect to any
provision of this Agreement shall affect any other provision of this
Agreement.

     

    11.8       All
sums payable by Companies to Bank under this Agreement or the other documents
contemplated hereby shall be paid directly to Bank at its principal office set
forth in Section 11.5 hereof in immediately available United States funds,
without set off, deduction or counterclaim.  In its sole discretion,
Bank may charge any and all deposit or other accounts (including without limit
an account evidenced by a certificate of deposit) of Companies with Bank for all
or a part of any Indebtedness then due; provided, however, that this
authorization shall not affect Companies’ obligation to pay, when due, any
Indebtedness whether or not account balances are sufficient to pay amounts
due.

     

    11.9       Any
payment of the Indebtedness made by mail will be deemed tendered and received
only upon actual receipt by Bank at the address designated for such payment,
whether or not Bank has authorized payment by mail or any other manner, and
shall not be deemed to have been made in a timely manner unless received on the
date due for such payment, time being of the essence.  Companies
expressly assume all risks of loss or liability resulting from non-delivery or
delay of delivery of any item of payment transmitted by mail or in any other
manner.  Acceptance by Bank of any payment in an amount less than the
amount then due shall be deemed an acceptance on account only, and the failure
to pay the entire amount then due shall be and continue to be an Event of
Default, and at any time thereafter and until the entire amount then due has
been paid, Bank shall be entitled to exercise any and all rights conferred upon
it herein upon the occurrence of an Event of Default. Upon the occurrence and
during the continuance of an Event of Default, Companies waive the right to
direct the application of any and all payments at any time or times hereafter
received by Bank from or on behalf of Companies. Upon the occurrence and during
the continuance of an Event of Default, Companies agree that Bank shall have the
continuing exclusive right to apply and to reapply any and all payments received
at any time or times hereafter against the Indebtedness in such manner as Bank
may deem advisable, notwithstanding any entry by Bank upon any of its books and
records.  Companies expressly agree that to the extent that Bank
receives any payment or benefit and such payment or benefit, or any part
thereof, is subsequently invalidated, declared to be fraudulent or preferential,
set aside or is required to be repaid to a trustee, receiver, or any other party
under any bankruptcy act, state or federal law, common law or equitable cause,
then to the extent of such payment or benefit, the Indebtedness or part thereof
intended to be satisfied shall be revived and continued in full force and effect
as if such payment or benefit had not been made and, further, any such repayment
by Bank, to the extent that Bank did not directly receive a corresponding cash
payment, shall be added to and be additional Indebtedness payable upon demand by
Bank.
 

    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    11.10     In
the event Companies’ obligation to pay interest on the principal balance of the
Note is or becomes in excess of the maximum interest rate which Companies are
permitted by law to contract or agree to pay, giving due consideration to the
execution date of this Agreement, then, in that event, the rate of interest
applicable shall be deemed to be immediately reduced to such maximum rate and
all previous payments in excess of such maximum rate shall be deemed to have
been payments in reduction of principal and not of interest.

     

    11.11   COMPANIES
AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE,
BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY,
AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED
TO, THIS AGREEMENT OR THE INDEBTEDNESS.

     

    11.12     (a)           The
obligations of the Companies under this Agreement and the other Loan Documents
are joint and several.

     

    
      	
               
      

            	
              (b)

            	
              Each
      Company acknowledges and agrees that it is the intent of the parties that
      each Company be primarily liable for the obligations as a joint and
      several obligor (except as specifically set forth in this Section
      12.12).  It is the intention of the parties that with respect to
      liability of any Company hereunder arising solely by reason of its being
      jointly and severally liable for Indebtedness and other extensions of
      credit taken by other Companies, the obligations of such Company shall be
      absolute, unconditional and irrevocable irrespective
  of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      lack of validity, legality or enforceability of this Agreement or any Note
      as to any other Company;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      failure of Bank or any holder of any
Note:

            


    

     

    
      	
               
      

            	
              (A)

            	
              to
      enforce any right or remedy against any Company or any other Person under
      the provisions of this Agreement, any Note, or otherwise,
    or

            


    

     

    
      	
               
      

            	
              (B)

            	
              to
      exercise any right or remedy against any Person of, or collateral
      securing, any obligations;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      change in the time, manner or place of payment of, or in any other term
      of, all or any of the Indebtedness, or any other extension, compromise or
      renewal of any of the
Indebtedness;

            


    
 

    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              any
      reduction, limitation, impairment or termination of any of the
      Indebtedness with respect to any other Company for any reason, including
      any claim of waiver, release, surrender, alteration or compromise, and
      shall not be subject to (and each Company hereby waives any right to or
      claim of) any defense or setoff, counterclaim, recoupment or termination
      whatsoever by reason of the invalidity, illegality, nongenuineness,
      irregularity, compromise, unenforceability of, or any other event or
      occurrence affecting, any of the Indebtedness with respect to any other
      Company;

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      addition, exchange, release, surrender or nonperfection of any collateral,
      or any amendment to or waiver or release or addition of, or consent to
      departure from, any guaranty, held by Bank or any holder of any Note
      securing any of the Indebtedness;
or

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      other circumstance which might otherwise constitute a defense available
      to, or a legal or equitable discharge of, any other Company, any surety or
      any guaranty.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      Company agrees that its joint and several liability hereunder shall
      continue to be effective or be reinstated, as the case may be, if at any
      time any payment (in whole or in part) of any of the Indebtedness is
      rescinded or must be restored by Bank or any holder of any Note, upon the
      insolvency, bankruptcy or reorganization of any Company as though such
      payment had not been made.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Each
      Company hereby expressly waives: (a) notice of the Bank’s acceptance of
      this Agreement; (b) notice of the existence or creation or non payment of
      all or any of the Indebtedness; (c) presentment, demand, notice of
      dishonor, protest, and all other notices whatsoever other than notices
      expressly provided for in this Agreement; and (d) all diligence in
      collection or protection of or realization upon the Indebtedness or any
      thereof, any obligation hereunder, or any security for or guaranty of any
      of the foregoing.

            


    

     

    
      	
               
      

            	
              (e)

            	
              No
      delay on the Bank part in the exercise of any right or remedy shall
      operate as a waiver thereof, and no single or partial exercise by the Bank
      of any right or remedy shall preclude other or further exercise thereof or
      the exercise of any other right or remedy.  No action of the
      Bank permitted hereunder shall in any way affect or impair Bank’s rights
      or any Company’s obligations under this
  Agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Each
      Company hereby represents and warrants to each of the other Companies that
      it now has and will continue to have independent means of obtaining
      information concerning the other Companies’ affairs, financial condition
      and business.  Bank shall not have any duty or responsibility to
      provide any Company with any credit or other information concerning the
      Companies’ affairs, financial condition or business which may come into
      the Bank’s possession.

            


    
 

    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (g)

            	
              Each
      of the Companies (other than BWB) authorizes Superior with full power and
      authority as attorney-in-fact, to execute and deliver requests for
      advances, requests for issuance of Letters of Credit and each other
      instrument, certificate and report to be delivered by the Companies to the
      Bank pursuant to this Agreement.  Each of Companies agrees that
      it shall be bound by any action taken by Superior on its behalf pursuant
      to such appointment.

            


    

     

    11.13     USA
PATRIOT ACT NOTIFICATION.  The following notification is provided to
Companies pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C.
Section 5318; IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT.  To help the government fight the funding of terrorism and
money laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person or entity
that opens an account, including any deposit account, treasury management
account, loan, other extension of credit, or other financial services
product.  What this means for Companies:  When Companies, or
any of them, open an account, the Bank will ask for Company’s name, tax
identification number, business address, and other information that will allow
the Bank to identify such Companies.  Bank may also ask to see each
Company’s legal organizational documents or other identifying
documents.

     

    11.14     This
Agreement shall become effective upon the execution hereof by Bank and
Companies.

     

    11.15     This
Agreement constitutes an amendment to and restatement in its entirety of the
Existing Credit Agreement, which Existing Credit Agreement is fully superseded
and amended and restated in its entirety hereby without constituting a novation;
provided, however, that the Indebtedness governed by the Existing Credit
Agreement shall remain outstanding and in full force and effect (subject to the
terms hereof).

     

    WITNESS
the due execution hereof as of the day and year first above
written.

     

    
      
        
          
            
              
                
                  	
                          COMERICA
      BANK

                        	 
      	
                          SUPERIOR
      MATERIALS, LLC

                        
	 
      	 
      	 
      
	
                          By:

                        	 
      	 
      	
                          By:

                        	 
      
	 
      	
                          Rodney
      C. Clark

                        	 
      	 
      	 
      
	
                          Its:

                        	
                          Vice
      President

                        	 
      	
                          Its:

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          BWB,
      LLC

                        
	 
      	 
      	 
      
	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                          Its:

                        	 
      


                

              

            

          

        

      

    
 

    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    EXHIBIT
“A”

     

    REQUEST FOR
ADVANCE

     

    Pursuant
to the Amended and Restated Credit Agreement dated as of March __, 2010 (as
amended, modified or supplemented, the “Agreement”), the undersigned hereby
requests COMERICA BANK to make a(an) __________1 Advance
to the undersigned on ____________, ____, in the amount of
________________________DOLLARS, ($________) under the Revolving Credit Note
dated March __, 2010, issued by the undersigned to said Bank (herein called
“Note”). The Interest Period for the requested Advance, if applicable, shall be
___________2.
The last day of the Interest Period for the amounts being converted or refunded
hereunder, if applicable, is ________, ___.

     

    The
undersigned certifies that no event has occurred or condition exists which
constitutes, or with the passage of time and/or giving of notice would
constitute, an Event of Default under the Agreement or the Note, and none will
exist upon the making of the Advance requested hereunder. The undersigned
further certifies that upon advancing the sum requested hereunder, the aggregate
principal amount outstanding under the Note will not exceed the face amount
thereof or any advance formula applicable to Advances under such Note. If the
amount advanced to the undersigned under the Note shall at any time exceed the
face amount thereof or any Advance formula applicable to Advances under such
Note, the undersigned will pay such excess amount on demand.

     

    The
undersigned hereby authorizes said Bank to disburse the proceeds of this Request
for Advance by crediting the account of the undersigned with Bank separately
designated by the undersigned or as the undersigned may otherwise direct, unless
this Request for Advance is being submitted for a conversion or refunding, in
which case it shall refund or convert that portion stated above of the existing
outstandings under the Note.

     

    Dated
this ___day of ___________, _____.

     

    
      
        
          
            	 
      	
                    SUPERIOR
      MATERIALS, LLC

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Its:

                  	 
      


          

        

      

    

     

    
      

    

    1 Insert,
as applicable, “Eurodollar-based”, or “Prime-based”.

     

    
      2 For a
Eurodollar-based Advance insert, as applicable, “one month”, “two months” or
“three months”.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        
          
            	 
      	
                    BWB,
      LLC

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Its:

                  	 
      


          

        

      

    
 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    EXHIBIT
“B”

     

    AMENDED AND RESTATED
REVOLVING CREDIT NOTE

     

    
      	 
      	
              Detroit,
      Michigan

            
	
              $15,000,000

            	
              March
      __, 2010    

            


    

    


    On or
before the Revolving Credit Maturity Date FOR VALUE RECEIVED, Superior
Materials, LLC and BWB, LLC, each a Michigan limited liability company, (herein
called “Companies”) jointly and severally promise to pay to the order of
COMERICA BANK (herein called “Bank”) at its Main Office at 500 Woodward Avenue,
Detroit, Michigan, in lawful money of the United States of America the
indebtedness or so much of the sum of Fifteen Million Dollars ($15,000,000) as
may from time to time have been advanced and then be outstanding hereunder
pursuant to the Amended and Restated Credit Agreement dated as of March __,
2010, made by and between Companies and Bank (as the same may be amended or
modified from time to time, herein called “Agreement”), together with interest
thereon as hereinafter set forth.

     

    Each of
the Advances hereunder shall bear interest at the Applicable Interest Rate from
time to time applicable thereto under the Agreement or as otherwise determined
thereunder, and interest shall be computed, assessed and payable as set forth in
the Agreement.

     

    This Note
is a note under which advances, repayments and readvances may be made from time
to time, subject to the terms and conditions of the Agreement. This Note
evidences borrowing under, is subject to, is secured in accordance with, and may
be matured under, the terms of the Agreement, to which reference is hereby made.
As additional security for this Note, Companies grant Bank a lien on all
property and assets including deposits and other credits of the Companies, at
any time in possession or control of or owing by Bank for any
purpose.

     

    Companies
hereby waive presentment for payment, demand, protest and notice of dishonor and
nonpayment of this Note and agree that no obligation hereunder shall be
discharged by reason of any extension, indulgence, or forbearance granted by any
holder of this Note to any party now or hereafter liable hereon. Any transferees
of, or endorser, guarantor or surety paying this Note in full shall succeed to
all rights of Bank, and Bank shall be under no further responsibility for the
exercise thereof or the loan evidenced hereby. Nothing herein shall limit any
right granted Bank by other instrument or by law.

     

    This Note
amends, restates, supersedes, replaces and reduces that certain Revolving Credit
Note dated August __, 2008, made in the principal amount of Seventeen Million
Five Hundred Thousand Dollars ($17,500,000) by Companies payable to Bank, and
the initial Advance(s) under this Note shall be deemed first applied, to the
extent necessary, to repay the existing indebtedness of Companies to Bank under
said Note; provided, however, the execution and delivery by Companies of this
Note shall not, in any manner or circumstance, be deemed to be a novation of or
to have terminated, extinguished or discharged any of Companies’ indebtedness
evidenced by said Note, all of which indebtedness shall continue under and shall
hereinafter be evidenced and governed by this Note.
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    All
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Agreement.

     

    
      
        
          
            
              
                	 
      	
                        SUPERIOR
      MATERIALS, LLC

                      
	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        Its:

                      	 
      
	 
      	 
      
	 
      	
                        BWB,
      LLC

                      
	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        Its:

                      	 
      


              

            

          

        

      

    

    

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

     

    SCHEDULE
6.10

    


    NONCOMPLIANCE
WITH LAWS; LITIGATION;

    JUDGMENTS;
ENVIRONMENTAL LICENSES
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
8.5

    


    OTHER
PERMITTED ENCUMBRANCES


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
8.13

    


    OTHER
PERMITTED DEBT