Exhibit 10.1 - Term Loan Agreement


    Exhibit
      10.1

     

    
 

    TERM
      LOAN AGREEMENT

    


    


    


    dated
      as of October 31, 2006

    


    


    


    among

    


    


    


    SEMCO
      ENERGY, INC.,

    


    


    


    THE
      FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS,

    


    


    


    and

    


    


    


    UNION
      BANK OF CALIFORNIA, N.A., as Administrative Agent

    


    


    
      
        
          
            


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              TABLE
                OF CONTENTS

            
	
               

            	 	 	 	
              Page

            
	SECTION
              1.  	DEFINITIONS  	
              1

            
	 	1.1 	Definitions  	
              1

            
	 	1.2 	Other
              Interpretive Provisions  	
              16

            
	SECTION
              2.  	COMMITMENTS
              OF THE LENDERS; BORROWING AND CONVERSION
              PROCEDURES  	
              17

            
	 	2.1 	Commitments  	
              17

            
	 	2.2 	Loan
              Procedures  	
              17

            
	 	 	2.2.1 	Various
              Types of Loans 	
              17

            
	 	 	2.2.2 	Borrowing
              Procedures 	
              18

            
	 	 	2.2.3 	Conversion
              and Continuation Procedures 	
              18

            
	 	2.3 	Commitments
              Several 	
              19

            
	 	2.4 	Certain
              Conditions 	
              19

            
	SECTION
              3.  	EVIDENCING
              OF LOANS  	
              19

            
	 	3.1 	Notes 	
              19

            
	 	3.2 	Recordkeeping 	
              19

            
	SECTION
              4.  	INTEREST  	
              20

            
	 	4.1 	Interest
              Rates  	
              20

            
	 	4.2 	Interest
              Payment Dates 	
              20

            
	 	4.3 	Setting
              and Notice of LIBOR Rates 	
              20

            
	 	4.4 	Computation
              of Interest 	
              20

            
	SECTION
              5. 	FEE 	
              21

            
	 	5.1 	Arrangement
              Fee  	
              21

            
	SECTION
              6. 	PREPAYMENTS
              AND REPAYMENT 	
              21

            
	 	6.1 	Prepayments 	
              21

            
	 	6.2 	Manner
              of Prepayments 	
              21

            
	 	6.3 	Repayment 	
              21

            
	SECTION
              7. 	MAKING
              AND PRORATION OF PAYMENTS; SETOFF; TAXES 	
              21

            
	 	7.1 	Making
              of Payments  	
              21

            
	 	7.2 	Application
              of Certain Payments 	
              21

            
	 	7.3 	Due
              Date Extension 	
              22

            
	 	7.4 	Setoff 	
              22

            
	 	7.5 	Proration
              of Payments 	
              22

            
	 	7.6 	Taxes 	
              22

            
	SECTION
              8. 	INCREASED
              COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS 	
              24

            
	 	8.1 	Increased
              Costs 	
              24

            
	 	8.2 	Basis
              for Determining Interest Rate Inadequate or Unfair 	
              25

            
	 	8.3 	Changes
              in Law Rendering LIBOR Loans Unlawful 	
              25

            
	 	8.4 	Funding
              Losses 	
              26

            
	 	8.5 	Right
              of Lenders to Fund through Other Offices 	
              26

            
	 	8.6 	Discretion
              of Lenders as to Manner of Funding 	
              26

            
	 	8.7 	Mitigation
              of Circumstances; Replacement of Lenders 	
              26

            
	 	8.8 	Conclusiveness
              of Statements; Survival of Provisions 	
              27

            
	SECTION
              9.  	REPRESENTATIONS
              AND WARRANTIES  	
              27

            
	 	9.1 	Organization;
              Power  	
              27

            


    

     

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      	 	9.2 	Authorization;
              No Conflict 	
              28

            
	 	9.3 	Validity
              and Binding Nature 	
              28

            
	 	9.4 	Financial
              Condition 	
              28

            
	 	9.5 	No
              Material Adverse Change 	
              28

            
	 	9.6 	Litigation 	
              28

            
	 	9.7 	Ownership
              of Properties; Liens 	
              28

            
	 	9.8 	Pension
              Plans 	
              28

            
	 	9.9 	Investment
              Company Act 	
              29

            
	 	9.10 	Regulation
              U 	
              29

            
	 	9.11 	Taxes;
              Tax Shelter Registration 	
              29

            
	 	9.12 	Solvency;
              etc. 	
              30

            
	 	9.13 	Environmental
              Matters 	
              30

            
	 	9.14 	Insurance 	
              31

            
	 	9.15 	Information 	
              31

            
	 	9.16 	Intellectual
              Property 	
              32

            
	 	9.17 	Labor
              Matters 	
              32

            
	 	9.18 	No
              Default 	
              32

            
	 	9.19 	Compliance
              with Laws  	
              32

            
	SECTION
              10.  	AFFIRMATIVE
              COVENANTS  	
              32

            
	 	10.1 	Reports,
              Certificates and Other Information  	
              32

            
	 	 	10.1.1 	Annual
              Report 	
              32

            
	 	 	10.1.2 	Interim
              Reports 	
              33

            
	 	 	10.1.3 	Compliance
              Certificates 	
              33

            
	 	 	10.1.4 	Reports
              to the SEC and to Shareholders; Regulatory Bodies 	
              33

            
	 	 	10.1.5 	Notice
              of Default, Litigation and ERISA Matters 	
              33

            
	 	 	10.1.6 	Management
              Reports 	
              34

            
	 	 	10.1.7 	Projections 	
              34

            
	 	 	10.1.8 	Junior
              Capital Notices 	
              34

            
	 	 	10.1.9 	Securitizations 	
              35

            
	 	 	10.1.10 	Other
              Information 	
              35

            
	 	10.2 	Books,
              Records and Inspections 	
              35

            
	 	10.3 	Maintenance
              of Property; Insurance 	
              35

            
	 	10.4 	Compliance
              with Laws; Payment of Taxes and Liabilities 	
              36

            
	 	10.5 	Maintenance
              of Existence, etc. 	
              36

            
	 	10.6 	Use
              of Proceeds 	
              36

            
	 	10.7 	Employee
              Benefit Plans 	
              36

            
	 	10.8 	Environmental
              Matters 	
              37

            
	 	10.9 	Tax
              Shelter Registration 	
              37

            
	 	10.10 	Further
              Assurances 	
              37

            
	 	10.11 	Guaranty
              Event 	
              37

            
	 	10.12 	Maintain
              Debt Rating 	
              38

            
	 	10.13 	Subordinated
              Debt 	
              38

            
	SECTION
              11.  	NEGATIVE
              COVENANTS 	
              38

            
	 	11.1 	Debt 	
              38

            
	 	11.2 	Liens 	
              39

            
	 	11.3 	Hedging
              Agreeements 	
              40

            


    

     

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      	 	11.4 	Restricted
              Payments; Subordinated Debt	
              40

            
	 	11.5 	Mergers,
              Consolidations, Acquisitions, Sales 	
              41

            
	 	11.6 	Transactions
              with Affiliates 	
              42

            
	 	11.7 	Inconsistent
              Agreements 	
              42

            
	 	11.8 	Business
              Activities; Issuance of Equity 	
              43

            
	 	11.9 	Investments 	
              43

            
	 	11.10 	Restriction
              of Amendments to Certain Documents 	
              44

            
	 	11.11 	Fiscal
              Year 	
              44

            
	 	11.12 	Financial
              Covenants 	
              45

            
	 	 	11.12.1 	Minimum
              Interest Coverage Ratio 	
              45

            
	 	 	11.12.2 	Maximum
              Leverage Ratio 	
              45

            
	 	 	11.12.3 	Minimum
              Consolidated Net Worth 	
              45

            
	 	11.13 	Cancellation
              of Debt; More Favorable Terms 	
              45

            
	SECTION
              12.  	CONDITIONS
              OF LENDING 	
              46

            
	 	12.1 	Conditions
              to Effectiveness 	
              46

            
	 	 	12.1.1 	Notes 	
              46

            
	 	 	12.1.2 	Authorization
              Documents 	
              46

            
	 	 	12.1.3 	Consents,
              etc. 	
              46

            
	 	 	12.1.4 	Opinions
              of Counsel 	
              46

            
	 	 	12.1.5 	Payment
              of Fees 	
              47

            
	 	 	12.1.6 	Income
              Statements, Balance Sheets and Cash Flow Statements 	
              47

            
	 	 	12.1.7 	Financial
              Statements 	
              47

            
	 	 	12.1.8 	Search
              Results; Lien Terminations 	
              47

            
	 	 	12.1.9 	Closing
              Certificate 	
              47

            
	 	 	12.1.10 	Other 	
              47

            
	 	12.2 	Conditions to
              Funding 	
              47

            
	 	 	12.2.1 	Notice
              of Borrowing 	
              47

            
	 	 	12.2.2 	Letter
              of Direction 	
              48

            
	 	 	12.2.3 	Certificate 	
              48

            
	SECTION
              13.  	EVENTS
              OF DEFAULT AND THEIR EFFECT  	
              48

            
	 	13.1 	Events
              of Default 	
              48

            
	 	 	13.1.1 	Non-Payment
              of the Loans, etc. 	
              48

            
	 	 	13.1.2 	Default
              on Other Debt 	
              48

            
	 	 	13.1.3 	Bankruptcy,
              Insolvency, etc. 	
              48

            
	 	 	13.1.4 	Non-Compliance
              with Loan Documents 	
              49

            
	 	 	13.1.5 	Representations;
              Warranties 	
              49

            
	 	 	13.1.6 	Pension
              Plans 	
              49

            
	 	 	13.1.7 	Judgments 	
              49

            
	 	 	13.1.8 	Invalidity
              of Subordination Provisions, etc. 	
              50

            
	 	 	13.1.9 	Change
              of Control 	
              50

            
	 	13.2 	Effect
              of Event of Default 	
              50

            
	SECTION
              14.  	THE
              ADMINISTRATIVE AGENT  	
              50

            
	 	14.1 	Appointment
              and Authorization 	
              50

            
	 	14.2 	Delegation
              of Duties 	
              51

            
	 	14.3 	Exculpation
              of Administrative Agent 	
              51

            
	 	14.4 	Reliance
              by Administrative Agent 	
              51

            


    

     

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      	 	14.5 	Notice
              of Default 	
              52

            
	 	14.6 	Credit
              Decision 	
              52

            
	 	14.7 	Indemnification 	
              53

            
	 	14.8 	Administrative
              Agent in Individual Capacity 	
              53

            
	 	14.9 	Successor
              Administrative Agent 	
              53

            
	 	14.10 	Administrative
              Agent May File Proofs of Claim 	
              54

            
	SECTION
              15.  	GENERAL 	
              55

            
	 	15.1 	Waiver;
              Amendments 	
              55

            
	 	15.2 	Confirmations 	
              55

            
	 	15.3 	Notices 	
              55

            
	 	15.4 	Computations 	
              56

            
	 	15.5 	Costs,
              Expenses and Taxes 	
              56

            
	 	15.6 	Assignments;
              Participations 	
              56

            
	 	 	15.6.1 	Assignments 	
              56

            
	 	 	15.6.2 	Participations 	
              57

            
	 	15.7 	Register 	
              58

            
	 	15.8 	GOVERNING
              LAW 	
              58

            
	 	15.9 	Confidentiality 	
              58

            
	 	15.10 	Severability 	
              59

            
	 	15.11 	Nature
              of Remedies 	
              59

            
	 	15.12 	Entire
              Agreement; Amendment and Restatement 	
              59

            
	 	15.13 	Counterparts 	
              59

            
	 	15.14 	Successors
              and Assigns 	
              60

            
	 	15.15 	Captions 	
              60

            
	 	15.16 	USA
              PATRIOT Act Notice  	
              60

            
	 	15.17 	INDEMNIFICATION BY
              THE COMPANY 	
              60

            
	 	15.18 	Nonliability
              of Lenders 	
              61

            
	 	15.19 	FORUM
              SELECTION AND CONSENT TO JURISDICTION 	
              62

            
	 	15.20 	WAIVER
              OF JURY TRIAL 	
              62

            


    

    

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                  ANNEXES

                
	 	 
	Annex
                  A 	Lenders
                  and Pro Rata Shares 
	Annex
                  B 	Addresses
                  for Notice 
	 	 
	 	 
	
                  SCHEDULES

                
	 	 
	Schedule
                  9.6 	Legal
                  Proceedings 
	Schedule
                  9.13 	Environmental
                  Matters
	Schedule
                  9.14 	Insurance
	Schedule
                  9.17 	Labor
                  Matters
	Schedule
                  10.14 	Existing
                  Subordinated Debt
	Schedule
                  11.1 	Existing
                  Debt
	Schedule
                  11.2 	Existing
                  Liens
	Schedule
                  11.9 	Investments
	 	 
	 	 
	
                  EXHIBITS

                
	 	 
	Exhibit
                  A 	 Form
                  of Note
	Exhibit
                  B	 Form
                  of Compliance Certificate
	Exhibit
                  C	 Form
                  of Assignment Agreement
	Exhibit
                  D	 Form
                  of Notice of Borrowing
	Exhibit
                  E	 Form
                  of Notice of Conversion/Continuation
	Exhibit
                  F	 Investment
                  Policy


        

      

       

    

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    TERM
      LOAN
      AGREEMENT

    


    


    


    This
      Term
      Loan Agreement, dated as of October 31, 2006 (this “Agreement”),
      is
      entered into among SEMCO ENERGY, INC. (the “Company”),
      the
      financial institutions that are or may from time to time become parties hereto
      as lenders (together with their respective successors and assigns, the
“Lenders”)
      and
      UNION BANK OF CALIFORNIA, N.A., a national banking association (in its
      individual capacity, “UBOC”),
      as
      administrative agent for the Lenders.

    


    The
      Company has requested that the Administrative Agent and the Lenders make a
      term
      loan facility available to the Company, and the Administrative Agent and the
      Lenders have agreed to do so upon the terms and conditions below.

    


    In
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

    


    


    
      	SECTION
              1.  	
              DEFINITIONS.

            


    

    


    1.1  Definitions.
      When
      used herein the following terms shall have the following meanings:

    


    Acquired
      Debt
      means
      mortgage Debt or purchase money Debt or Debt with respect to Capital Leases
      of a
      Person existing at the time such Person became a Subsidiary or Debt assumed
      by
      the Company or a Subsidiary of the Company pursuant to an Acquisition permitted
      hereunder (and not created or incurred in connection with or in anticipation
      of
      such Acquisition).

    


    Acquisition
      means
      any transaction or series of related transactions for the purpose of or
      resulting, directly or indirectly, in (a) the acquisition of all or
      substantially all of the assets of a Person, or of all or substantially all
      of
      any business or division of a Person, (b) the acquisition of in excess of
      50% of the Capital Securities of any Person, or otherwise causing any Person
      to
      become a Subsidiary, or (c) a merger or consolidation or any other
      combination with another Person (other than a Person that is already a
      Subsidiary).

    


    Administrative
      Agent
      means
      UBOC in its capacity as administrative agent for the Lenders hereunder and
      any
      successor thereto in such capacity.

    


    Affected
      Loan
      - see
Section
      8.3.

    


    Affiliate
      of any
      Person means (a) any other Person which, directly or indirectly, controls
      or is controlled by or is under common control with such Person, (b) any
      officer or director of such Person and (c) with respect to any Lender, any
      entity administered or managed by such Lender or an Affiliate or investment
      advisor thereof and which is engaged in making, purchasing, holding or otherwise
      investing in commercial loans. A Person shall be deemed to be “controlled by”
another Person if the latter Person possesses, directly or indirectly, power
      to
      direct or cause the direction of the management and policies of the former
      Person, whether by contract or otherwise. Unless expressly stated otherwise
      herein, neither the Administrative Agent nor any Lender shall be deemed an
      Affiliate of any Affiliated Party.

     

     

    
      
        
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    Affiliated
      Party
      means
      any of the Company and its Subsidiaries.

    


    Agreement
      - see
      the Preamble.

    


    Applicable
      Margin
      means,
      (a) from the Closing Date to the fourth anniversary thereof, (i) for LIBOR
      Loans, 1.5% and (ii) for Base Rate Loans, 0.5% and (b) from and after the
      fourth anniversary of the Closing Date, (i) for LIBOR Loans, 3.0% and
      (ii) for Base Rate Loans, 2.0%

    


    Assignee
      - see
Section
      15.6.1(a).

    


    Assignment
      Agreement
      - see
Section
      15.6.1(a).

    


    Attorney
      Costs
      means,
      with respect to any Person, all reasonable fees and charges of any counsel
      to
      such Person, the reasonable allocable cost of internal legal services of such
      Person if outside counsel is not used, all reasonable out-of-pocket
      disbursements of such internal counsel (if outside counsel is not used) and
      all
      court costs and similar legal expenses.

    


    Base
      Rate
      means at
      any time the greater of (a) the Federal Funds Rate plus 0.5% and
      (b) the Reference Rate.

    


    Base
      Rate Loan
      means
      any Loan which bears interest at or by reference to the Base Rate.

    


    Business
      Day
      means
      any day on which UBOC is open for commercial banking business in Los Angeles
      and, in the case of a Business Day which relates to a LIBOR Loan, on which
      dealings are carried on in the London interbank Eurodollar market.

    


    Capitalized
      Rentals
      of any
      Person means as of the date of any determination thereof the amount at which
      the
      aggregate Rentals due and to become due under all Capital Leases under which
      such Person is a lessee would be reflected as a liability on a Consolidated
      balance sheet of such Person in accordance with GAAP.

    


    Capital
      Lease
      means,
      with respect to any Person, any lease of (or other agreement conveying the
      right
      to use) any real or personal property by such Person that, in conformity with
      GAAP, is accounted for as a capital lease on the balance sheet of such
      Person.

    


    Capital
      Securities
      means,
      with respect to any Person, all shares, interests, participations or other
      equivalents (however designated, whether voting or nonvoting) of such Person’s
      capital, whether now outstanding or issued or acquired after the Closing Date,
      including common shares, preferred shares, preference shares, membership
      interests in a limited liability company, limited or general partnership
      interests in a partnership or any other equivalent of such ownership
      interest.

     

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    Cash
      Equivalent Investment
      means,
      at any time, any Investment made in accordance with the investment policy
      attached hereto as Exhibit F, as such policy may be amended or otherwise
      modified from time to time with the approval of the Board of Directors of the
      Company, upon delivery of such amendment or modification to the Administrative
      Agent, provided,
      however,
      that no
      Investment with (a) a tenor longer than one calendar year (unless such
      Investment is subject to a put exercisable by the holder of such Investment
      within one calendar year) and (b) a Rating Agencies’ rating of lower than
      BBB+/Baa1 shall be deemed a Cash Equivalent Investment hereunder.

    


    CERCLA -
      see
Section
      9.13(a).

    


    Closing
      Date
      - see
      Section 12.1.

    


    Code
      means
      the Internal Revenue Code of 1986.

    


    Commitment
      means,
      as to any Lender, such Lender’s commitment to make its initial Loan under this
      Agreement. The amount of each Lender’s commitment to make its initial Loan is
      set forth on Annex
      A.

    


    Company
      - see
      the Preamble.

    


    Compliance
      Certificate
      means a
      Compliance Certificate in substantially the form of Exhibit B.

    


    Consolidated
      or
Consolidating
      means,
      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 consolidating) basis in accordance
      with
      GAAP, applied on a consistent basis. Unless otherwise specified herein,
“Consolidated” and “Consolidating” shall refer to Company and its
      Subsidiaries.

    


    Consolidated
      Adjusted Funded Debt
      means
      all Consolidated Funded Debt, minus Guaranteed Amounts to the extent included
      in
      determining such Consolidated Funded Debt, plus Additional Funded Debt;
provided,
      however,
      that
      (a) no Funded Debt shall for purposes of this definition be included as
      Consolidated Funded Debt if money sufficient to pay such Funded Debt in full
      (either on the date of maturity expressed therein or on such earlier date as
      such Funded Debt may be called for redemption) shall be held in trust for such
      purpose by the trustee or proper depository under the instrument pursuant to
      which such Funded Debt was issued, and (b) in the event of the issuance of
      Funded Debt (“New
      Funded Debt”),
      for
      purposes of this definition there shall be excluded from Consolidated Funded
      Debt at the time of such issuance and thereafter:

    


    (i) existing
      Funded Debt which is paid in full substantially concurrently with the issuance
      of the New Funded Debt and out of proceeds therefrom; and

    


    (ii) existing
      Funded Debt which is paid out of the proceeds from the issuance of the New
      Funded Debt in compliance with the following:

     

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    (A) on
      the
      date of the issuance of the New Funded Debt (the “Issuance
      Date”)
      an
      amount from the proceeds sufficient to pay such existing Funded Debt in full
      if
      called for redemption as hereinafter described shall be deposited in an escrow
      account (the “Escrow
      Account”)
      with a
      third party selected by the Company with written instructions from the Company
      that the proceeds shall be used for such purpose;

    


    (B) not
      later
      than the 30th day following the Issuance Date, such existing Funded Debt shall
      be called for redemption on a date which is not later than the 70th day
      following the Issuance Date; and

    


    (C) on
      a date
      which is not later than the 70th day following the Issuance Date, such existing
      Funded Debt shall be paid in full from the proceeds deposited in the Escrow
      Account.

    


    As
      used
      in this definition, the term “Additional
      Funded Debt”
means
      at any time an amount equal to the excess, if any, of (a) the lowest daily
      average of the smallest aggregate principal amount of Consolidated Current
      Debt
      minus Guaranteed Amounts to the extent included in determining such Consolidated
      Current Debt outstanding on each day for any period of 30 consecutive days
      during the 12-month period immediately preceding the date of determination,
      over
      (b) $10,000,000.

    


    Consolidated
      Adjusted Total Capitalization
      means,
      as of the date of any determination thereof, the sum of (a) the aggregate
      principal amount of Consolidated Adjusted Funded Debt then outstanding, plus
      (b) Consolidated Net Worth.

    


    Consolidated
      Current Debt
      means
      all Current Debt of the Company and its Subsidiaries determined on a
      Consolidated basis eliminating intercompany items.

    


    Consolidated
      Funded Debt
      means
      all Funded Debt of the Company and its Subsidiaries determined on a Consolidated
      basis eliminating intercompany items.

    


    Consolidated
      Net Income
      for any
      period means the net income of the Company and its Subsidiaries for such period
      determined on a Consolidated basis but excluding all noncash charges taken
      by
      the Company in accordance with GAAP under Statement of Financial Accounting
      Standards (“FAS”)
      No. 142 or FAS No. 144 during such period and less other proper
      charges (including taxes on income), determined on a Consolidated basis, but
      excluding in any event:

    


    (a)  any
      gains
      or losses on the sale or other disposition of Investments or fixed or capital
      assets, and any taxes on such excluded gains and any tax deductions or credits
      on account of any such excluded losses;

    


    (b)  the
      proceeds of any life insurance policy;

     

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    (c)  net
      earnings and losses of any Subsidiary accrued prior to the date it became a
      Subsidiary;

    


    (d)  net
      earnings and losses of any corporation (other than a Subsidiary), substantially
      all the assets of which have been acquired in any manner by the Company or
      any
      Subsidiary, realized by such corporation prior to the date of such
      acquisition;

    


    (e)  net
      earnings and losses of any corporation (other than a Subsidiary) with which
      the
      Company or a Subsidiary shall have consolidated or which shall have merged
      into
      or with the Company or a Subsidiary prior to the date of such consolidation
      or
      merger;

    


    (f)  net
      earnings of any business entity (other than a Subsidiary) in which the Company
      or any Subsidiary has an ownership interest unless such net earnings shall
      have
      actually been received by the Company or such Subsidiary in the form of cash
      distributions;

    


    (g)  any
      portion of the net earnings of any Subsidiary which for any reason is
      unavailable for payment of dividends to the Company or any other
      Subsidiary;

    


    (h)  earnings
      resulting from any reappraisal, revaluation or write-up of assets;

    


    (i)  any
      deferred or other credit representing any excess of the equity in any Subsidiary
      at the date of acquisition thereof over the amount invested in such
      Subsidiary;

    


    (j)  any
      gain
      arising from the acquisition of any securities of the Company or any
      Subsidiary;

    


    (k)  any
      reversal of any contingency reserve, except to the extent that provision for
      such contingency reserve shall have been made from income arising during such
      period, and any gain or loss resulting from accounting method changes;
      and

    


    (l)  any
      items
      other than those described in clauses (a) through (k) above of this
      definition which are properly classified under GAAP as extraordinary
      items.

    


    Consolidated
      Net Worth
      means,
      as of the date of any determination thereof, the stockholders’ capital and
      surplus of the Company and its Subsidiaries determined on a Consolidated basis,
      and which shall include (whether or not includible under GAAP) the principal
      amount of the Junior Capital, adding back (a) an amount equal to all noncash
      charges, less any tax deductions or credits on account of such charges, taken
      by
      the Company in accordance with GAAP under FAS No. 142 or FAS No. 144
      after December 31, 2004 and (b) the noncash charge incurred on December 31,
      2006 and posted to accumulated comprehensive income, less any tax credits to
      accumulated comprehensive income on account of such charge, as a result of
      the
      adoption of FAS No. 158.

    


    Consolidated
      Operating Income
      means,
      as of the date of any determination thereof, the operating income of the Company
      and its Subsidiaries determined on a Consolidated basis as shown on the
      financial statements delivered to the Administrative Agent and the Lenders
      pursuant to Sections 10.1.1 and 10.1.2 of this Agreement, as applicable, but
      (a) excluding from the calculation hereof, whether or not otherwise
      includable under GAAP, all pre-tax gains or losses from the sale of assets
      permitted under this Agreement, and (b) adding back an amount equal to all
      pre-tax noncash charges, taken by the Company in accordance with GAAP under
      FAS
      No. 142 or FAS No. 144. Acquisitions by the Company or any of its
      Subsidiaries made in compliance with this Agreement shall be given pro
      forma
      effect
      in calculation of Consolidated Operating Income.

     

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    Consolidated
      Storage Income
      means
      the “Storage Income” of the Company and its Subsidiaries on a Consolidated
      basis, as shown under the heading “Other Income” on the Company’s Consolidated
      statement of operations delivered to the Administrative Agent and the Lenders
      pursuant to the requirements of Sections 10.1.1 and 10.1.2 of this
      Agreement.

    


    Controlled
      Group
      means
      all members of a controlled group of corporations, all members of a controlled
      group of trades or businesses (whether or not incorporated) under common control
      and all members of an affiliated service group which, together with the Company
      or any of its Subsidiaries, are treated as a single employer under Section
      414
      of the Code or Section 4001 of ERISA.

    


    Credit
      Party
      means
      any of the Company and the Guarantors.

    


    Current
      Debt
      of any
      Person means as of the date of any determination thereof (a) all Debt of
      such Person for borrowed money other than Funded Debt of such Person and
      (b) Guaranty Obligations of such Person relating to the Current Debt of
      others.

    


    Debt
      of any
      Person means, without duplication, (a) all indebtedness of such Person for
      borrowed money, whether or not evidenced by bonds, debentures, notes or similar
      instruments, (b) all obligations of such Person as lessee under Capital
      Leases which have been or should be recorded as liabilities on a balance sheet
      of such Person in accordance with GAAP, (c) all obligations of such Person
      to pay the deferred purchase price of property or services (excluding trade
      accounts payable in the ordinary course of business), (d) all Debt secured
      by a Lien on the property of such Person, whether or not such Debt shall have
      been assumed by such Person; provided that if such Person has not assumed or
      otherwise become liable for such Debt, such Debt shall be measured at the fair
      market value of such property securing such Debt at the time of determination,
      (e) all obligations, contingent or otherwise, with respect to the face
      amount of all letters of credit (whether or not drawn), bankers’ acceptances and
      similar obligations issued for the account of such Person, (f) all Guaranty
      Obligations relating to the Debt of other Persons or the payment of dividends
      or
      distributions on the Capital Securities of any Person and (g) all Debt of
      any partnership of which such Person is a general partner except where the
      only
      asset which may be used as a source of repayment is such Person’s partnership
      interest in the partnership obligated on the Debt.

    


    Disposal
      (including, correlatively, “Disposed”) has the meaning specified in RCRA;
provided
      that in
      the event that RCRA is amended so as to broaden or narrow the meaning of any
      term defined thereby, such broader or narrower meaning shall apply as of the
      effective date of such amendment; and provided,
      further,
      that to
      the extent that the laws of a state wherein any affected property lies establish
      a meaning for “Disposal” which is broader than is specified in RCRA, such
      broader meaning shall apply.

     

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

    


    Environmental
      Claims
      means
      all claims, however asserted, by any governmental, regulatory or judicial
      authority or other Person alleging potential liability or responsibility for
      violation of any Environmental Law, or for Release or injury to the
      environment.

    


    Environmental
      Laws
      means
      all present or future federal, state or local laws, statutes, common law duties,
      rules, regulations, ordinances and codes, together with all administrative
      or
      judicial orders, consent agreements, directed duties, requests, licenses,
      authorizations and permits of, and agreements with, any governmental authority,
      in each case relating to any matter arising out of or relating to public health
      and safety, or pollution or protection of the environment or workplace,
      including any of the foregoing relating to the presence, use, production,
      generation, handling, transport, treatment, storage, Disposal, distribution,
      discharge, emission, Release, threatened Release, control or cleanup of any
      Hazardous Substance.

    


    Environmental
      Matter
      means
      any matter arising out of or relating to pollution or protection of the
      environment or workplace, including any of the foregoing relating to the
      presence, use, production, generation, handling, transport, treatment, storage,
      Disposal, distribution, discharge, Release, control or cleanup of any Hazardous
      Substance.

    


    ERISA
      means
      the Employee Retirement Income Security Act of 1974.

    


    Event
      of Default
      means
      any of the events described in Section 13.1.

    


    Excluded
      Taxes
      means
      taxes based upon, or measured by, a Lender’s or the Administrative Agent’s (or a
      branch of a Lender’s or the Administrative Agent’s) overall net income, overall
      net receipts, or overall net profits (including franchise taxes imposed in
      lieu
      of such taxes), but only to the extent such taxes are imposed by a taxing
      authority (a) in a jurisdiction in which such Lender or the Administrative
      Agent is organized, (b) in a jurisdiction which such Lender’s or the
      Administrative Agent’s principal office is located, or (c) in a
      jurisdiction in which such Lender’s or the Administrative Agent’s lending office
      (or branch) in respect of which payments under this Agreement are made is
      located.

    


    Federal
      Funds Rate
      means,
      for any day, a fluctuating interest rate equal for each day during such period
      to the weighted average of the rates on overnight federal funds transactions
      with members of the Federal Reserve System arranged by federal funds brokers,
      as
      published for such day (or, if such day is not a Business Day, for the next
      preceding Business Day) by the Federal Reserve Bank of New York, or, if such
      rate is not so published for any day which is a Business Day, the average of
      the
      quotations for such day on such transactions received by the Administrative
      Agent from three federal funds brokers of recognized standing selected by the
      Administrative Agent. The Administrative Agent’s determination of such rate
      shall be binding and conclusive absent manifest error.

     

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    Fiscal
      Quarter
      means a
      fiscal quarter of a Fiscal Year.

    


    Fiscal
      Year
      means
      the fiscal year of the Company and its Subsidiaries, which period shall be
      the
      12-month period ending on December 31 of each year. Any reference to a
      Fiscal Year with a number corresponding to any calendar year (e.g.,
“Fiscal
      Year 2005”) refers to the Fiscal Year ending on December 31 of such
      calendar year.

    


    FRB
      means
      the Board of Governors of the Federal Reserve System or any successor
      thereto.

    


    Funded
      Debt
      of any
      Person means, without duplication, (a) all Debt of such Person for borrowed
      money or which has been incurred in connection with the acquisition of assets,
      in each case having a final maturity of one or more than one year from the
      date
      of origin thereof (or which is renewable or extendible at the option of the
      obligor for a period or periods more than one year from the date of origin),
      including (i) all principal payments in respect thereof that are required to
      be
      made within one year from the date of any determination of Funded Debt, whether
      or not the obligation to make such payments shall constitute a current liability
      of the obligor under GAAP, and (ii) any Debt or off-balance-sheet obligations
      incurred pursuant to a Securitization Transaction (whether by a Special Purpose
      Subsidiary or otherwise), provided, however, that Funded Debt shall not include
      (A) Junior Capital, (B) loans outstanding under the Revolving Credit
      Agreement and the aggregate amount of Debt relating to any Permitted
      Securitizations (provided, however, that the aggregate principal amount excluded
      pursuant to this clause (B) shall not exceed the lesser of (1) $155,000,000
      or
      (2) the amount of such loans and Debt excluded from “Funded Debt” under the
      comparable provisions of the Revolving Credit Agreement), or (C) any notes
      of such Person evidencing Debt of such Person which when issued constitute
      a
      current liability of such Person under GAAP, (b) all Capitalized Rentals of
      such Person, and (c) all Off Balance Sheet Liabilities of such
      Person.

    


    Funding
      Date
      - see
      Section 12.2.

    


    GAAP
      means
      generally accepted accounting principles set forth from time to time in the
      opinions and pronouncements of the Accounting Principles Board and the American
      Institute of Certified Public Accountants and statements and pronouncements
      of
      the Financial Accounting Standards Board (or agencies with similar functions
      of
      comparable stature and authority within the U.S. accounting profession) and
      the SEC, which are applicable to the circumstances as of the date of
      determination.

    


    Gas
      Related Business
      means
      any business permitted under Sections 10.5 and 11.8 hereof involving the
      purchase, distribution, sale, storage and/or transport of natural
      gas.

    


    Group
      - see
Section
      2.2.1.

    


    Guaranteed
      Amounts
      means as
      of any date the aggregate amounts of Debt of others guaranteed by the Company
      and/or any of its Subsidiaries determined on a Consolidated basis.

     

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    Guarantor
      means
      any Subsidiary of the Company which shall hereafter execute and deliver a
      Guaranty (or a joinder thereto) with respect to the Obligations.

    


    Guaranty
      means
      any Guaranty (and any joinders thereto) of the Obligations of the Company,
      in
      form and substance reasonably acceptable to the Administrative Agent and the
      Required Lenders, that may be hereafter executed and delivered by one or more
      Subsidiaries of the Company.

    


    Guaranty
      Event
      means
      the execution by one or more Subsidiaries of a guaranty, or a joinder to a
      guaranty, of (a) any obligations of the Company under the Revolving Credit
      Agreement or (b) any of the Senior Notes. 

    


    Guaranty
      Obligation
      means
      (a) a guaranty, (b) an endorsement, (c) a contingent agreement to purchase
      or to
      furnish funds for the payment or maintenance of, or otherwise to be or become
      contingently liable under or with respect to, the Debt, other obligations,
      net
      worth, working capital or earnings of any Person, (d) a guarantee of the payment
      of dividends or other distributions upon the Capital Securities of any Person,
      (e) an agreement to purchase, sell or lease (as lessee or lessor) real property,
      products, materials, supplies or services primarily for the purpose of enabling
      a debtor to make payment of such debtor’s obligations or (f) an agreement to
      assure a creditor against loss, including causing a bank or other financial
      institution to issue a letter of credit or other similar instrument for the
      benefit of another Person, but excluding endorsements for collection or deposit
      in the ordinary course of business.

    


    Hazardous
      Substance
      means
      (a) any petroleum or petroleum product, radioactive material, asbestos in
      any form that is or could become friable, urea formaldehyde foam insulation,
      dielectric fluid containing levels of polychlorinated biphenyls, radon gas
      and
      mold; (b) any chemical, material, pollutant or substance defined as or
      included in the definition of “hazardous substances,” “hazardous waste,”
“hazardous materials,” “extremely hazardous substances,” “restricted hazardous
      waste,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants” or
      words of similar import, under any applicable Environmental Law; and
      (c) any other chemical, material or substance, the exposure to or Release
      of which is prohibited, limited or regulated by any governmental authority
      or
      for which any duty or standard of care is imposed pursuant to any Environmental
      Law.

    


    Hedging
      Agreement
      means
      any interest rate, currency or commodity swap agreement, cap agreement or collar
      agreement, or any other agreement or arrangement designed to protect a Person
      against fluctuations in interest rates, currency exchange rates or commodity
      prices.

    


    Hedging
      Obligation
      means,
      with respect to any Person, any liability of such Person under any Hedging
      Agreement. The amount of any Person’s obligation in respect of any Hedging
      Obligation shall be deemed to be the incremental obligation that would be
      reflected in the financial statements of such Person in accordance with
      GAAP.

    


    Indemnified
      Liabilities
      - see
Section
      15.17.

     

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    Interest
      Coverage Ratio
      means
      (a) the sum of the Consolidated Operating Income and the Consolidated Storage
      Income of the Company and its Subsidiaries divided by (b) the sum of all
      interest paid or payable in cash on any Debt of the Company or any Subsidiary,
      including all interest, dividends and distributions paid or payable in cash
      on
      the Junior Capital.

    


    Interest
      Period
      means,
      as to any LIBOR Loan, the period commencing on the date such Loan is borrowed
      or
      continued as, or converted into, a LIBOR Loan and ending on the date one, two,
      three or six months thereafter as selected by the Company pursuant to
Section
      2.2.2
      or
2.2.3,
      as the
      case may be; provided
      that:

    


    (a)  if
      any
      Interest Period would otherwise end on a day that is not a Business Day, such
      Interest Period shall be extended to the following Business Day unless the
      result of such extension would be to carry such Interest Period into another
      calendar month, in which event such Interest Period shall end on the preceding
      Business Day;

    


    (b)  any
      Interest Period that begins on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest Period
      shall
      end on the last Business Day of the calendar month at the end of such Interest
      Period; and

    


    (c)  the
      Company may not select any Interest Period for a Loan which would extend beyond
      the scheduled Maturity Date.

    


    Investment
      means,
      with respect to any Person, any investment in another Person, whether by
      acquisition of any debt security or Capital Security, by making any loan or
      advance (excluding the extension of trade credit in the ordinary course of
      business), by becoming obligated with respect to a contingent liability in
      respect of obligations of such other Person (other than travel and similar
      advances to employees in the ordinary course of business) or by making an
      Acquisition.

    


    IRS
      means
      the Internal Revenue Service of the United States of America.

    


    Junior
      Capital
      means,
      without duplication (a) Subordinated Debt, (b) the Trust Preferred
      Securities, and such other trust preferred securities which may be issued by
      unconsolidated capital trust subsidiaries of the Company from time to time,
      (c) the Series B Preferred Stock and (d) all other preferred
      stock or preference stock issued by the Company that by its terms ranks junior
      to the Series B Preferred Stock.

    


    Lenders
      - see
      the Preamble.

    


    Lender
      Party
      - see
Section
      15.17.

    


    LIBOR
      Loan
      means
      any Loan which bears interest at a rate determined by reference to the LIBOR
      Rate.

     

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    LIBOR
      Office
      means
      with respect to any Lender the office or offices of such Lender which shall
      be
      making or maintaining the LIBOR Loans of such Lender hereunder. A LIBOR Office
      of any Lender may be, at the option of such Lender, either a domestic or foreign
      office.

    


    LIBOR
      Rate
      means,
      with respect to any Group of LIBOR Loans for any Interest Period, (a) the rate
      of interest per
      annum
      at which
      deposits in Dollars are offered in the London interbank market at approximately
      11:00 a.m., London time, on the date that is two (2) Business Days prior to
      the
      commencement of such Interest Period, as determined by reference to the British
      Bankers’ Association Interest Settlement Rates for deposits in Dollars (as set
      forth by the Bloomberg Information Service or any successor thereto or any
      other
      service selected by the Administrative Agent which has been nominated by the
      British Bankers’ Association as an authorized information vendor for the purpose
      of displaying such rates) for a period equal to such Interest Period (provided
      that, to the extent that an interest rate is not ascertainable pursuant to
      the
      foregoing provisions of this definition, the “LIBOR Rate” with respect to such
      Group of LIBOR Loans for such Interest Period shall be the rate per
      annum
      at which
      Dollar deposits of $5,000,000 and for a maturity comparable to such Interest
      Period would be offered to the Administrative Agent in the London interbank
      market at approximately 12:00 noon, London time, on the date that is two (2)
      Business Days prior to the beginning of such Interest Period), divided by
      (b) a number determined by subtracting from 1.00 the then stated maximum
      reserve percentage for determining reserves to be maintained by member banks
      of
      the Federal Reserve System for Eurocurrency funding or liabilities as defined
      in
      Regulation D (or any successor category of liabilities under Regulation D),
      such rate to remain fixed for such Interest Period. The Administrative Agent’s
      determination of the LIBOR Rate shall be conclusive, absent manifest
      error.

    


    Lien
      means,
      with respect to any Person, any interest granted by such Person in any real
      or
      personal property, asset or other right owned or being purchased or acquired
      by
      such Person (including an interest in respect of a Capital Lease) which secures
      payment or performance of any obligation and shall include any Mortgage, lien,
      encumbrance, title retention lien, charge or other security interest of any
      kind, whether arising by contract, as a matter of law, by judicial process
      or
      otherwise.

    


    Loan
      means a
      term loan made by a Lender to the Company pursuant to Section 2.1, including
      any
      tranche into which such Loan is divided pursuant to Section 2.2.1.

    


    Loan
      Documents
      means
      this Agreement, the Notes, the Subordination Agreements, any Guaranties and
      all
      documents, instruments and agreements delivered in connection with the
      foregoing.

    


    Margin
      Stock
      means
      any “margin stock” as defined in Regulation U.

    


    Material
      Adverse Effect
      means
      (a) a material adverse change in, or a material adverse effect upon, the
      financial condition, operations, assets, business, or properties of the
      Affiliated Parties taken as a whole, (b) a material impairment of the
      ability of any Credit Party to perform any of the Obligations under any Loan
      Document or (c) a material adverse effect upon any substantial portion of
      the assets of the Credit Parties, taken as a whole, or upon the legality,
      validity, binding effect or enforceability against any Credit Party of any
      Loan
      Document.

     

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    Maturity
      Date
      means
      the earlier to occur of (a) June 30, 2016 and (b) the date, if any, on
      which the Loans are accelerated pursuant to Section
      13.2.

    


    Moody’s
      means
      Moody’s Investors Service, Inc., and any successor thereto.

    


    Mortgage
      means a
      mortgage, deed of trust, leasehold mortgage, leasehold deed of trust or similar
      instrument granting a Lien on real property.

    


    Multiemployer
      Pension Plan
      means a
      multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the
      Company or any other member of the Controlled Group may have any
      liability.

    


    New
      Capital Adjustment
      means
      that amount to be added to the minimum Consolidated Net Worth required to be
      maintained under Section
      11.12.3
      consisting of an amount equal to one hundred percent (100%) of the proceeds
      of
      each New Capital Offering conducted by the Company or any of its Subsidiaries
      on
      or after June 30, 2005, net of costs of issuance on a cumulative basis,
      less the aggregate principal amount (excluding any capitalized interest) of
      any
      Junior Capital which is retired, prepaid or redeemed in connection with a New
      Capital Offering.

    


    New
      Capital Offering
      means
      the issuance and sale for cash or other consideration, on and after
      June 30, 2005, by the Company or any of its Subsidiaries of additional
      Capital Securities or other equity interests or of Junior Capital.

    


    Non-U.S.
      Participant
      - see
Section
      7.6(d).

    


    Note
      means a
      promissory note substantially in the form of Exhibit A.

    


    Notice
      of Borrowing
      - see
Section
      2.2.2.

    


    Notice
      of Conversion/Continuation
      - see
Section
      2.2.3(b).

    


    Obligations
      means
      all obligations (monetary (including post-petition interest, allowed or not)
      or
      otherwise) of any Affiliated Party under this Agreement and any other Loan
      Document, including Attorney Costs, all in each case howsoever created, arising
      or evidenced, whether direct or indirect, absolute or contingent, now or
      hereafter existing, or due or to become due.

    


    OFAC
      - see
Section
      10.4.

    


    Off
      Balance Sheet Liability
      of a
      Person means (a) any repurchase obligation or liability of such Person with
      respect to accounts or notes receivable sold by such Person and (b) any
      liability under any so-called “synthetic lease” or “tax ownership operating
      lease” transaction entered into by such Person.

     

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    Participant
      - see
Section
      15.6.2.

    


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

    


    Pension
      Plan
      means a
“pension plan,” as such term is defined in Section 3(2) of ERISA, which is
      subject to Title IV of ERISA or the minimum funding standards of ERISA (other
      than a Multiemployer Pension Plan), and as to which the Company or any member
      of
      the Controlled Group may have any liability, including any liability by reason
      of having been a substantial employer within the meaning of Section 4063 of
      ERISA at any time during the preceding five years, or by reason of being deemed
      to be a contributing sponsor under Section 4069 of ERISA.

    


    Permitted
      Lien
      means a
      Lien expressly permitted hereunder pursuant to Section
      11.2.

    


    Permitted
      Securitization
      means a
      Securitization Transaction effected in accordance with the following
      requirements:

    


    (a) Such
      Securitization Transaction will not result in the aggregate principal amount
      of
      Debt at any time issued and outstanding in respect of Permitted Securitizations
      being in excess of $155,000,000, less (i) the aggregate revolving credit
      commitment under the Revolving Credit Agreement and (ii) any term loans from
      time to time outstanding thereunder (giving effect to any permanent reduction
      in
      such commitment or prepayment of such term loans made simultaneously with the
      closing of such Securitization Transaction);

    


    (b) At
      such
      time as the Company or a Subsidiary makes the initial transfer or encumbrance
      of
      accounts receivable (each such transfer or encumbrance, whether or not the
      initial one, herein called a “disposition”)
      to a
      Special Purpose Subsidiary in connection with the closing of such Securitization
      Transaction, the Company or such Subsidiary shall itself actually receive
      (substantially contemporaneously with such disposition) cash in connection
      with
      such Securitization Transaction in an amount based on normal and customary
      advance rates (and taking into account typical deductions for market-based,
      arms-length securitization transactions);

    


    (c) Each
      disposition pursuant to such Securitization Transaction shall be without
      recourse to the Company or any of its Subsidiaries (except for customary
      clean-up call provisions and customary representations and warranties relating
      to the Company’s or any Subsidiary’s accounts receivable subject to such
      disposition) and otherwise on normal and customary terms and conditions for
      comparable asset-based securitization transactions;

    


    (d) Such
      Securitization Transaction shall be structured on the basis of the issuance
      of
      nonrecourse (to the Company or its Subsidiaries other than the applicable
      Special Purpose Subsidiary) debt securities by a Special Purpose Subsidiary;
      and

    


    (e) Both
      immediately before and immediately after each disposition pursuant to such
      Securitization Transaction, no Unmatured Event of Default or Event of Default
      (whether or not related to such disposition) shall have occurred and be
      continuing.

     

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    Person
      means
      any natural person, corporation, partnership, trust, limited liability company,
      association, governmental authority or unit, or any other entity, whether acting
      in an individual, fiduciary or other capacity.

    


    Pro
      Rata Share
      means
      with respect to a Lender’s obligation to make Loans and receive payments of
      principal, interest, fees, costs, and expenses with respect thereto,
      (a) prior to the funding of the Loans, the percentage obtained by dividing
      (i) such Lender’s Commitment by (ii) the Total Commitment and
      (b) from and after the funding of the Loans, the percentage obtained by
      dividing (i) the aggregate unpaid principal amount of such Lender’s Loans
      by (ii) the aggregate unpaid principal amount of all Loans.

    


    Rating
      Agencies
      means
      Moody’s and S&P, or such other rating agencies acceptable to the Required
      Lenders in their sole discretion.

    


    RCRA
      - see
Section
      9.13(a).

    


    Reference
      Rate
      means
      the variable rate of interest per
      annum
      established by UBOC from time to time as its “reference rate.” Such “reference
      rate” is set by UBOC as a general reference rate of interest, taking into
      account such factors as UBOC may deem appropriate, it being understood that
      many
      of UBOC’s commercial or other loans are priced in relation to such rate, that it
      is not necessarily the lowest or best rate actually charged to any customer
      and
      that UBOC may make various commercial or other loans at rates of interest having
      no relationship to such rate. For purposes of this Agreement, each change in
      the
      Reference Rate shall be effective as of the opening of business on the date
      announced as the effective date of any change in such “reference rate.” UBOC
      shall not be obligated to give notice of any change in the Reference
      Rate.

    


    Regulation D
      means
      Regulation D of the FRB.

    


    Regulation U
      means
      Regulation U of the FRB.

    


    Regulatory
      Body
      means
      any federal or state board, commission, department or other regulatory body
      in
      the United States of America (or any foreign or international equivalent
      thereof) which regulates the distribution, transportation or storage of natural
      gas, or other material lines of business in which the Company or any of its
      Subsidiaries is engaged from time to time.

    


    Release
      has the
      meaning specified in CERCLA; provided
      that in
      the event that CERCLA is amended so as to broaden or narrow the meaning of
      any
      term defined thereby, such broader or narrower meaning shall apply as of the
      effective date of such amendment; and provided,
      further,
      that to
      the extent that the laws of a state wherein any affected property lies establish
      a meaning for “Release” which is broader than is specified in CERCLA, such
      broader meaning shall apply.

    


    Rentals
      means
      and includes as of the date of any determination thereof all fixed payments
      (including as such all payments which the lessee is obligated to make to the
      lessor on termination of the lease or surrender of the property) payable by
      the
      Company or a Subsidiary, as lessee or sublessee under a lease of real or
      personal property, but shall be exclusive of any amounts required to be paid
      by
      the Company or a Subsidiary (whether or not designated as rents or additional
      rents) on account of maintenance, repairs, insurance, taxes and similar charges.
      Fixed rents under any so-called “percentage leases” shall be computed solely on
      the basis of the minimum rents, if any, required to be paid by the lessee
      regardless of sales volume or gross revenues.

     

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    Replacement
      Lender
      - see
Section
      8.7(b).

    


    Required
      Lenders
      means,
      at any time, Lenders whose Pro Rata Shares equal or exceed 51%.

    


    Revolving
      Credit Agreement
      means
      the Second Amended and Restated Credit Agreement dated as of September 15,
      2005
      among the Company, the financial institutions from time to time party thereto
      as
      lenders, LaSalle Bank Midwest National Association, as administrative agent,
      National City Bank of the Midwest, as syndication agent, and U.S. Bank, N.A.,
      as
      documentation agent (including any modification, restatement, refinancing or
      replacement of said Agreement, in whole or in part).

    


    S&P
      means
      Standard & Poor’s Ratings Group, a division of The McGraw-Hill
      Companies, Inc., and any successor thereto.

    


    SEC
      means
      the Securities and Exchange Commission or any other governmental authority
      succeeding to any of the principal functions thereof.

    


    Securitization
      Transaction
      means a
      transaction composed of (a) a transfer of, or grant of a lien on, accounts
      receivable by the Company or any Subsidiary to a Special Purpose Subsidiary
      or
      other special-purpose or limited-purpose entity and (b) the issuance (whether
      by
      such Special Purpose Subsidiary or other special-purpose or limited
      purpose-entity or any other Person) of (i) debt or securities secured directly
      or indirectly by interests in such accounts receivable or (ii) trust or
      comparable certificates or other securities directly or indirectly evidencing
      interests in such accounts receivable.

    


    Senior
      Notes
      means
      the notes described in Schedule 11.1, any additional notes issued by the Company
      after the date hereof that are pari
      passu
      with or
      senior to such notes and any Debt replacing or refinancing any of the
      aforementioned notes.

    


    Senior
      Officer
      means,
      with respect to any Affiliated Party, any of the chief executive officer, the
      chief financial officer, the chief operating officer or the treasurer of such
      Affiliated Party.

    


    Series B
      Preferred Stock
      means
      the Company’s 5% Series B Convertible Cumulative Preferred
      Stock.

    


    Special
      Purpose Subsidiary
      means
      any wholly owned Subsidiary of the Company established for the sole purpose
      of
      effecting a Securitization Transaction and otherwise established and operated
      in
      accordance with customary industry practice, including any entity that
      constitutes a Qualifying Special Purpose Subsidiary under FASB Statement
      140.

     

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    Subordinated
      Debt
      means
      (a) the Company’s existing unsecured subordinated debt identified on
Schedule
      10.14
      and
      (b) any other unsecured Debt of the Company which has subordination terms,
      covenants and default provisions which have been approved in writing by the
      Required Lenders.

    


    Subordination
      Agreements
      means
      all subordination agreements executed by holders of Subordinated Debt in favor
      of the Administrative Agent and the Lenders from time to time.

    


    Subsidiary
      means,
      with respect to any Person, a corporation, partnership, limited liability
      company or other entity of which such Person owns, directly or indirectly,
      such
      number of outstanding Capital Securities as have more than 50% of the ordinary
      voting power for the election of directors or other managers of such
      corporation, partnership, limited liability company or other entity; provided,
      however, in the case of the Company, “Subsidiary” shall not include any
      unconsolidated capital trust subsidiary of the Company. Unless the context
      otherwise requires, each reference to one or more Subsidiaries herein shall
      be a
      reference to one or more Subsidiaries of the Company.

    


    Taxes
      means
      any and all present and future taxes, duties, levies, imposts, deductions,
      assessments, charges or withholdings, and any and all liabilities (including
      interest and penalties and other additions to taxes) with respect to the
      foregoing, but excluding Excluded Taxes.

    


    Total
      Commitment
      means
      $55,000,000.

    


    Trust
      Preferred Securities
      means
      the trust-preferred securities issued by SEMCO Capital Trust I, a wholly-owned
      Subsidiary of the Company, under the SEMCO Capital Trust I Amended and Restated
      Trust Agreement dated as of April 19, 2000 and the related documents and
      instruments.

    


    type
      - see
Section
      2.2.1.

    


    UBOC
      - see
      the Preamble.

    


    Unmatured
      Event of Default
      means
      any event that, if it continues uncured, will, with the lapse of time or notice
      or both, constitute an Event of Default.

    


    Withholding
      Certificate
      - see
Section
      7.6(d).

    


    1.2  Other
      Interpretive Provisions

    


    (a)  The
      meanings of defined terms are equally applicable to the singular and plural
      forms of the defined terms.

     

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    (b)  Section,
      Annex,
      Schedule
      and
Exhibit
      references are to this Agreement unless otherwise specified.

    


    (c)  The
      term
“including” is not limiting and means “including without
      limitation.”

    


    (d)  In
      the
      computation of periods of time from a specified date to a later specified date,
      the word “from” means “from and including,” the words “to” and “until” each mean
“to but excluding,” and the word “through” means “to and
      including.”

    


    (e)  Unless
      otherwise expressly provided herein, (i) references to agreements
      (including this Agreement and the other Loan Documents) and other contractual
      instruments shall be deemed to include all subsequent amendments, restatements,
      supplements and other modifications thereto, but only to the extent such
      amendments, restatements, supplements and other modifications are not prohibited
      by the terms of any Loan Document, and (ii) references to any statute or
      regulation shall be construed as including all statutory and regulatory
      provisions amending, replacing, supplementing or interpreting such statute
      or
      regulation.

    


    (f)  This
      Agreement and the other Loan Documents may use several different limitations,
      tests or measurements to regulate the same or similar matters. All such
      limitations, tests and measurements are cumulative and each shall be performed
      in accordance with its terms.

    


    (g)  This
      Agreement and the other Loan Documents are the result of negotiations among,
      and
      have been reviewed by counsel to, the Administrative Agent, the Company, the
      Lenders and the other parties thereto and are the products of all parties.
      Accordingly, the Loan Documents shall not be construed against the
      Administrative Agent or the Lenders merely because of the Administrative Agent’s
      or the Lenders’ involvement in their preparation.

    


    


    
      	SECTION
              2.  	
              COMMITMENTS
                OF THE LENDERS; BORROWING
                AND CONVERSION PROCEDURES.

            


    

    


    2.1  Commitments.
      On and
      subject to the terms and conditions of this Agreement, each of the Lenders,
      severally and for itself alone, agrees to make a single initial Loan to the
      Company on the date requested by the Company pursuant to Section 2.2.2, but
      in
      any event not later than the 45th day after the Closing Date, in the amount
      equal to such Lender’s Pro Rata Share of the Total Commitment. The Commitments
      shall terminate upon the earlier to occur of (a) the making of the initial
      Loans
      hereunder and (b) 5:00 p.m., Los Angeles time, on the 45th day after the Closing
      Date.

    


    2.2  Loan
      Procedures.

    


    2.2.1  Various
      Types of Loans.
      Each
      Loan shall be divided into one or more tranches, each of which shall be either
      a
      Base Rate Loan or a LIBOR Loan (each a “type”
of
      Loan), as the Company shall specify in the related notice of borrowing or
      conversion pursuant to Section 2.2.2 or 2.2.3. LIBOR Loans having the same
      Interest Period are sometimes called a “Group”
or
      collectively “Groups.”
Base
      Rate Loans and LIBOR Loans may be outstanding at the same time, provided that
      not more than seven (7) different Groups of LIBOR Loans shall be
      outstanding at any one time. All borrowings, conversions and repayments of
      Loans
      shall be effected so that each Lender will have a ratable share (according
      to
      its Pro Rata Share) of all types and Groups of Loans.

     

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    2.2.2  Borrowing
      Procedures.
      The
      Company shall give written notice to the Administrative Agent substantially
      in
      the form of Exhibit D (the “Notice
      of Borrowing”)
      of the
      borrowing of the initial Loans, not later than (a) in the case of a
      borrowing of Base Rate Loans, 11:00 a.m., Los Angeles time, on the proposed
      date
      of such borrowing and (b) in the case of a borrowing of LIBOR Loans, 11:00
      a.m., Los Angeles time, at least two Business Days prior to the proposed date
      of
      such borrowing. Such notice shall be effective upon receipt by the
      Administrative Agent, shall be irrevocable, and shall specify the date and
      type
      of borrowing and, in the case of a borrowing of LIBOR Loans, the initial
      Interest Period therefor. Promptly upon receipt of such notice, the
      Administrative Agent shall advise each Lender thereof. Not later than noon,
      Los
      Angeles time, on the date of the proposed borrowing of initial Loans, each
      Lender shall provide the Administrative Agent at the office specified by the
      Administrative Agent with immediately available funds covering such Lender’s Pro
      Rata Share of such borrowing and, so long as the Administrative Agent has not
      received written notice that the conditions precedent set forth in Section
      12
      with respect to such borrowing have not been satisfied, the Administrative
      Agent
      shall pay over the funds received by the Administrative Agent to the Company
      on
      the requested borrowing date. The borrowing shall be on a Business Day and
      shall
      be in the amount of the Total Commitment.

    


    2.2.3  Conversion
      and Continuation Procedures.

    


    (a)  Subject
      to Section 2.2.1, the Company may, upon irrevocable written notice to the
      Administrative Agent in accordance with clause (b) below:

    


    (i) elect,
      as
      of any Business Day, to convert any Loans (or any part thereof in an aggregate
      amount not less than $500,000 or a higher integral multiple of $100,000) into
      Loans of the other type; or

    


    (ii) elect,
      as
      of the last day of the applicable Interest Period, to continue any LIBOR Loans
      having Interest Periods expiring on such day (or any part thereof in an
      aggregate amount not less than $1,000,000 or a higher integral multiple of
      $500,000) for a new Interest Period;

    


    provided
      that after giving effect to any prepayment, conversion or continuation, the
      aggregate principal amount of each Group of LIBOR Loans shall be at least
      $1,000,000 and an integral multiple of $500,000.

    


    (b)  The
      Company shall give written notice (each such written notice, a “Notice
      of Conversion/Continuation”)
      substantially in the form of Exhibit E
      or
      telephonic notice (followed immediately by a Notice of Conversion/Continuation)
      to the Administrative Agent of each proposed conversion or continuation not
      later than (i) in the case of conversion into Base Rate Loans, 11:00 a.m.,
      Los Angeles time, on the proposed date of such conversion and (ii) in the
      case of conversion into or continuation of LIBOR Loans, 11:00 a.m., Los Angeles
      time, at least three Business Days prior to the proposed date of such conversion
      or continuation, specifying in each case (A) the proposed date of conversion
      or
      continuation, (B) the aggregate amount of Loans to be converted or continued,
      (C) the type of Loans resulting from the proposed conversion or continuation
      and
      (D) in the case of conversion into, or continuation of, LIBOR Loans, the
      duration of the requested Interest Period therefor.

     

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    (c)  If
      the
      Company has failed to select timely a new Interest Period to be applicable
      to
      any LIBOR Loan pursuant to Section
      2.2(b)(ii),
      the
      Company shall be deemed to have elected to continue such LIBOR Loan as a LIBOR
      Loan having an Interest Period of one month.

    


    (d)  The
      Administrative Agent will promptly notify each Lender of its receipt of a notice
      of conversion or continuation pursuant to this Section
      2.2.3
      or, if
      no timely notice is provided by the Company, of the details of any automatic
      conversion.

    


    (e)  Any
      conversion of a LIBOR Loan on a day other than the last day of an Interest
      Period therefor shall be subject to Section
      8.4.

    


    2.3  Commitments
      Several.
      The
      failure of any Lender to make its initial Loan on the requested date shall
      not
      relieve any other Lender of its obligation (if any) to make its initial Loan
      on
      such date, but no Lender shall be responsible for the failure of any other
      Lender to make any Loan to be made by such other Lender.

    


    2.4  Certain
      Conditions.
      Notwithstanding any other provision of this Agreement, no Lender shall have
      an
      obligation to make any Loan, or to permit the continuation of or any conversion
      into any LIBOR Loan, if an Event of Default or Unmatured Event of Default
      exists.

    


    


    
      	SECTION
              3.  	
              EVIDENCING
                OF LOANS.

            


    

    


    3.1  Notes.
      The
      Loans of each Lender shall be evidenced by a Note, with appropriate insertions,
      payable to the order of such Lender in a face principal amount equal to such
      Lender’s Commitment or, if the Commitments have terminated, such Lender’s
      Loans.

    


    3.2  Recordkeeping.
      The
      Administrative Agent, on behalf of each Lender, shall record in its records
      the
      date and amount of each Loan made by each Lender, each repayment or conversion
      thereof and, in the case of each LIBOR Loan, the dates on which each Interest
      Period for such Loan shall begin and end. The aggregate unpaid principal amount
      so recorded shall be rebuttably presumptive evidence of the principal amount
      of
      the Loans owing and unpaid. The failure to so record any such amount or any
      error in so recording any such amount shall not, however, limit or otherwise
      affect the Obligations of the Company hereunder or under any Note to repay
      the
      principal amount of the Loans hereunder, together with all interest accruing
      thereon.

     

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      	SECTION
              4.  	
              INTEREST.

            


    

    


    4.1  Interest
      Rates.
      The
      Company promises to pay interest on the unpaid principal amount of each Loan
      for
      the period commencing on the date of such Loan until such Loan is paid in full
      as follows:

    


    (a)  at
      all
      times while a Loan is a Base Rate Loan, at a rate per
      annum
      equal to
      the sum of the Base Rate from time to time in effect plus the Applicable Margin
      from time to time in effect; and

    


    (b)  at
      all
      times while a Loan is a LIBOR Loan, at a rate per
      annum
      equal to
      the sum of the LIBOR Rate applicable to each Interest Period for such Loan
      plus
      the Applicable Margin from time to time in effect;

    


    provided,
      at any
      time an Event of Default exists, if the Required Lenders so request, the
      interest rate applicable to each Loan shall be increased by 2% per
      annum
      (and, in
      the case of Obligations not bearing interest, such Obligations shall bear
      interest at the rate applicable to Base Rate Loans plus 2% per
      annum);
      provided further
      that
      such increase may thereafter be rescinded by the Required Lenders,
      notwithstanding Section
      15.1.
      Notwithstanding the foregoing, upon the occurrence of an Event of Default under
      Section
      13.1.1
      or
13.1.3,
      such
      increase shall occur automatically.

    


    4.2  Interest
      Payment Dates.
      Accrued
      interest on each Base Rate Loan shall be payable in arrears on the last day
      of
      each calendar month and at maturity. Accrued interest on each LIBOR Loan shall
      be payable on the last day of each Interest Period relating to such Loan (and,
      in the case of a LIBOR Loan with an Interest Period in excess of three months,
      on the three-month anniversary of the first day of such Interest Period), upon
      a
      prepayment of such Loan, and at maturity. After maturity, and at any time an
      Event of Default exists, accrued interest on all Loans shall be payable on
      demand.

    


    4.3  Setting
      and Notice of LIBOR Rates.
      The
      applicable LIBOR Rate for each Interest Period shall be determined by the
      Administrative Agent, and notice thereof shall be given by the Administrative
      Agent promptly to the Company and each Lender. Each determination of the
      applicable LIBOR Rate by the Administrative Agent shall be conclusive and
      binding upon the parties hereto, in the absence of demonstrable error. The
      Administrative Agent shall, upon written request of the Company or any Lender,
      deliver to the Company or such Lender a statement showing the computations
      used
      by the Administrative Agent in determining any applicable LIBOR Rate
      hereunder.

    


    4.4  Computation
      of Interest.
      Interest shall be computed for the actual number of days elapsed on the basis
      of
      a year of 360 days for LIBOR Loans, and on the basis of a year of 365/366 days
      for Base Rate Loans. The applicable interest rate for each Base Rate Loan shall
      change simultaneously with each change in the Base Rate.

     

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      	SECTION
              5.  	
              FEE.

            


    

    


    5.1  Arrangement
      Fee.
      On the
      date hereof, the Company will pay to UBOC an arrangement fee in the amount
      agreed to by the Company and UBOC pursuant to the letter from UBOC to the
      Company dated October 27, 2006 and countersigned by the Company on October
      27,
      2006.

    


    


    
      	SECTION
              6.  	
              PREPAYMENTS
                AND REPAYMENT.

            


    

    


    6.1  Prepayments.
      The
      Company may from time to time prepay the Loans in whole or in part; provided
      that the Company shall give the Administrative Agent (which shall promptly
      advise each Lender) notice thereof not later than the third Business Day before
      the day of such prepayment (which shall be a Business Day), specifying the
      Loans
      to be prepaid and the date and amount of prepayment. Any such partial prepayment
      shall be in an amount equal to $1,000,000 or a higher integral multiple of
      $500,000.

    


    6.2  Manner
      of Prepayments.
      Any
      partial prepayment of a Group of LIBOR Loans shall be subject to the proviso
      to
      Section 2.2.3(a). Any prepayment of a LIBOR Loan on a day other than the last
      day of an Interest Period therefor shall include accrued interest on the
      principal amount being repaid and shall be subject to Section 8.4. Except as
      otherwise provided by this Agreement, all principal payments in respect of
      the
      Loans shall be applied first, to repay outstanding Base Rate Loans and then
      to
      repay outstanding LIBOR Rate Loans in direct order of Interest Period
      maturities.

    


    6.3  Repayment.
      The
      Company shall repay the Loans of each Lender in full on the Maturity
      Date.

    


    


    
      	SECTION
              7.  	
              MAKING
                AND PRORATION OF PAYMENTS; SETOFF;
                TAXES.

            


    

    


    7.1  Making
      of Payments.
      All
      payments of principal or interest on the Notes, and of fees, shall be made
      by
      the Company to the Administrative Agent in immediately available funds at the
      office specified by the Administrative Agent, not later than 10:00 a.m., Los
      Angeles time, on the date due; and funds received after that hour shall be
      deemed to have been received by the Administrative Agent on the following
      Business Day. The Administrative Agent shall promptly remit to each Lender
      its
      share of all such payments received in collected funds by the Administrative
      Agent for the account of such Lender. All payments under Section 8.1 shall
      be
      made by the Company directly to the Lender entitled thereto without setoff,
      counterclaim or other defense.

    


    7.2  Application
      of Certain Payments.
      So long
      as no Unmatured Event of Default or Event of Default has occurred and is
      continuing, (a) payments matching specific scheduled payments then due
      shall be applied to those scheduled payments and (b) voluntary prepayments
      shall be applied as set forth in Section 6.2. After the occurrence and during
      the continuance of an Event of Default, all amounts collected or received by
      the
      Administrative Agent or any Lender as proceeds from the sale of, or other
      realization upon, all or any part of the assets of the Affiliated Parties shall
      be applied as the Administrative Agent shall determine in its discretion.
      Concurrently with each remittance to any Lender of its share of any such
      payment, the Administrative Agent shall advise such Lender as to the application
      of such payment.

     

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    7.3  Due
      Date Extension.
      If any
      payment of principal or interest with respect to any of the Loans, or of any
      fees, falls due on a day which is not a Business Day, then such due date shall
      be extended to the immediately following Business Day and, in the case of
      principal, additional interest shall accrue and be payable for the period of
      any
      such extension.

    


    7.4  Setoff.
      The
      Company agrees that the Administrative Agent and each Lender have all rights
      of
      setoff and bankers’ lien provided by applicable law, and in addition thereto,
      the Company agrees that at any time any Event of Default exists, the
      Administrative Agent and each Lender may apply to the payment of any Obligations
      of the Company hereunder, whether or not then due, any and all balances,
      credits, deposits, accounts or moneys of the Company then or thereafter with
      the
      Administrative Agent or such Lender.

    


    7.5  Proration
      of Payments.
      If any
      Lender shall obtain any payment or other recovery (whether voluntary,
      involuntary, by application of offset or otherwise, on account of principal
      of
      or interest on any Loan, but excluding (a) any payment pursuant to Section
      8.7 or 15.6 and (b) payments of interest on any Affected Loan) in excess of
      its applicable Pro Rata Share of payments and other recoveries obtained by
      all
      Lenders on account of principal of and interest on the Loans then held by them,
      then such Lender shall purchase from the other Lenders such participations
      in
      the Loans held by them as shall be necessary to cause such purchasing Lender
      to
      share the excess payment or other recovery ratably with each of them; provided
      that if all or any portion of the excess payment or other recovery is thereafter
      recovered from such purchasing Lender, the purchase shall be rescinded and
      the
      purchase price restored to the extent of such recovery.

    


    7.6  Taxes.

    


    (a)  All
      payments made by the Company hereunder or under any other Loan Document shall
      be
      made without setoff, counterclaim, or other defense. To the extent permitted
      by
      applicable law, all payments hereunder or under any other Loan Document
      (including any payment of principal, interest, or fees) to, or for the benefit,
      of any Person shall be made by the Company free and clear of and without
      deduction or withholding for, or on account of, any Taxes now or hereinafter
      imposed by any taxing authority.

    


    (b)  If
      the
      Company makes any payment hereunder or under any other Loan Document in respect
      of which it is required by applicable law to deduct or withhold any Taxes,
      the
      Company shall increase the payment hereunder or under such other Loan Document
      such that after the reduction for the amount of Taxes withheld (and any taxes
      withheld or imposed with respect to the additional payments required under
      this
Section
      7.6(b)),
      the
      amount paid to the Lenders or the Administrative Agent equals the amount that
      was payable hereunder or under such other Loan Document without regard to this
      Section
      7.6(b).
      To the
      extent the Company withholds any Taxes on payments hereunder or under any other
      Loan Document, the Company shall pay the full amount deducted to the relevant
      taxing authority within the time allowed for payment under applicable law and
      shall deliver to the Administrative Agent within 30 days after it has made
      payment to such authority a receipt issued by such authority (or other evidence
      satisfactory to the Administrative Agent) evidencing the payment of all amounts
      so required to be deducted or withheld from such payment.

     

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    (c)  If
      any
      Lender or the Administrative Agent is required by law to make any payment of
      Taxes on or in relation to any amount received or receivable hereunder or under
      any other Loan Document, or any Tax is assessed against a Lender or the
      Administrative Agent with respect to any amount received or receivable hereunder
      or under any other Loan Document, the Company will indemnify such Person against
      (i) such Tax (and any reasonable counsel fees and expenses associated with
      such Tax) and (ii) any taxes imposed as a result of the receipt of the
      payment under this Section
      7.6(c).
      A
      certificate prepared in good faith as to the amount of such payment by such
      Lender or the Administrative Agent shall, absent manifest error, be final,
      conclusive, and binding on all parties.

    


    (d)  (i)
       Each Lender that is not a United States person within the meaning of Code
      Section 7701(a)(30) (a “Non-U.S.
      Participant”)
      shall,
      as a condition precedent to becoming a Lender hereunder, deliver to the Company
      and the Administrative Agent on or prior to the Closing Date (or in the case
      of
      a Lender that is an Assignee, on the date of the assignment to such Lender)
      two
      accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI, or
      W-8IMY (or any successor or other applicable form prescribed by the IRS)
      certifying to such Lender’s entitlement to a complete exemption from United
      States withholding tax on interest payments to be made hereunder or any Loan.
      If
      a Lender that is a Non-U.S. Participant is claiming a complete exemption from
      withholding on interest pursuant to Section 871(h) or 881(c) of the Code, the
      Lender shall deliver (along with two accurate and complete original signed
      copies of IRS Form W-8BEN) a certificate in form and substance reasonably
      acceptable to the Administrative Agent (any such certificate, a “Withholding
      Certificate”).
      In
      addition, each Lender that is a Non-U.S. Participant agrees that, from time
      to
      time after the Closing Date (or in the case of a Lender that is an Assignee,
      after the date of the assignment to such Lender), when a lapse in time (or
      change in circumstances) renders a prior certificate hereunder obsolete or
      inaccurate in any material respect, such Lender shall, to the extent permitted
      under applicable law, deliver to the Company and the Administrative Agent two
      new accurate and complete original signed copies of an IRS Form W-8BEN, W-8ECI,
      or W-8IMY (or any successor or other applicable forms prescribed by the IRS),
      and if applicable, a new Withholding Certificate, to confirm or establish the
      entitlement of such Lender or the Administrative Agent to an exemption from,
      or
      reduction in, United States withholding tax on interest payments to be made
      hereunder on any Loan.

    


    (ii)  Each
      Lender that is not a Non-U.S. Participant (other than any such Lender which
      is
      taxed as a corporation for U.S. federal income tax purposes) shall provide
      two properly completed and duly executed copies of IRS Form W-9 (or any
      successor or other applicable form) to the Company and the Administrative Agent
      certifying that such Lender is exempt from United States backup withholding
      tax.
      To the extent that a form provided pursuant to this Section
      7.6(d)(ii)
      is
      rendered obsolete or inaccurate in any material respect as a result of a change
      in circumstances with respect to the status of a Lender, such Lender shall,
      to
      the extent permitted by applicable law, deliver to the Company and the
      Administrative Agent revised forms necessary to confirm or establish the
      entitlement to such Lender’s and the Administrative Agent’s exemption from
      United States backup withholding tax.

     

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    (iii)  The
      Company shall not be required to pay additional amounts to a Lender, or
      indemnify any Lender, under this Section
      7.6
      to the
      extent that such obligations would not have arisen but for the failure of such
      Lender to comply with Section 7.6(d) or any Taxes applicable to a Lender on
      the
      date that such Lender became a Lender hereunder.

    


    (iv)  Each
      Lender agrees to indemnify the Administrative Agent and hold the Administrative
      Agent harmless for the full amount of any and all present or future Taxes and
      related liabilities (including penalties, interest, additions to tax and
      expenses, and any Taxes imposed by any jurisdiction on amounts payable to the
      Administrative Agent under this Section
      7.6)
      which
      are imposed on or with respect to principal, interest or fees payable to such
      Lender hereunder and which are not paid by the Company pursuant to this
Section
      7.6,
      whether
      or not such Taxes or related liabilities were correctly or legally asserted.
      This indemnification shall be made within 30 days from the date the
      Administrative Agent makes written demand therefor.

    


    


    
      	SECTION
              8.  	
              INCREASED
                COSTS; SPECIAL PROVISIONS FOR LIBOR
                LOANS.

            


    

    


    8.1  Increased
      Costs.

    


    (a)  If,
      after
      the date hereof, the adoption of, or any change in, any applicable law, rule
      or
      regulation, or any change in the interpretation or administration of any
      applicable law, rule or regulation by any governmental authority, central bank
      or comparable agency charged with the interpretation or administration thereof,
      or compliance by any Lender with any request or directive (whether or not having
      the force of law) of any such authority, central bank or comparable agency:
      (i) shall impose, modify or deem applicable any reserve (including any
      reserve imposed by the FRB, but excluding any reserve included in the
      determination of the LIBOR Rate pursuant to Section 4),
      special deposit or similar requirement against assets of, deposits with or
      for
      the account of, or credit extended by any Lender; or (ii) shall impose on
      any Lender any other condition affecting its LIBOR Loans, its Note or its
      obligation to make LIBOR Loans; and the result of anything described in
      clauses (i) and (ii) above is to increase the cost to (or to impose a cost
      on) such Lender (or any LIBOR Office of such Lender) of making or maintaining
      any LIBOR Loan, or to reduce the amount of any sum received or receivable by
      such Lender (or its LIBOR Office) under this Agreement or under its Note with
      respect thereto, then upon demand by such Lender (which demand shall be
      accompanied by a statement setting forth the basis for such demand and a
      calculation of the amount thereof in reasonable detail, a copy of which shall
      be
      furnished to the Administrative Agent), the Company shall pay directly to such
      Lender such additional amount as will compensate such Lender for such increased
      cost or such reduction, so long as such amounts have accrued on or after the
      day
      which is 100 days prior to the date on which such Lender first made demand
      therefor.

    


    (b)  If
      any
      Lender shall reasonably determine that any change in, or the adoption or
      phase-in of, any applicable law, rule or regulation regarding capital adequacy,
      or any change in the interpretation or administration thereof by any
      governmental authority, central bank or comparable agency charged with the
      interpretation or administration thereof, or the compliance by any Lender or
      any
      Person controlling such Lender with any request or directive regarding capital
      adequacy (whether or not having the force of law) of any such authority, central
      bank or comparable agency, has or would have the effect of reducing the rate
      of
      return on such Lender’s or such controlling Person’s capital as a consequence of
      such Lender’s obligations hereunder to a level below that which such Lender or
      such controlling Person could have achieved but for such change, adoption,
      phase-in or compliance (taking into consideration such Lender’s or such
      controlling Person’s policies with respect to capital adequacy) by an amount
      deemed by such Lender or such controlling Person to be material, then from
      time
      to time, upon demand by such Lender (which demand shall be accompanied by a
      statement setting forth the basis for such demand and a calculation of the
      amount thereof in reasonable detail, a copy of which shall be furnished to
      the
      Administrative Agent), the Company shall pay to such Lender such additional
      amount as will compensate such Lender or such controlling Person for such
      reduction so long as such amounts have accrued on or after the day which is
      100
      days prior to the date on which such Lender first made demand
      therefor.

     

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    8.2  Basis
      for Determining Interest Rate Inadequate or Unfair.
      If

    


    (a)  the
      Administrative Agent reasonably determines (which determination shall be binding
      and conclusive on the Company) that by reason of circumstances affecting the
      interbank LIBOR market adequate and reasonable means do not exist for
      ascertaining the applicable LIBOR Rate; or

    


    (b)  the
      Required Lenders advise the Administrative Agent that the LIBOR Rate as
      determined by the Administrative Agent will not adequately and fairly reflect
      the cost to such Lenders of maintaining or funding LIBOR Loans for any Interest
      Period (taking into account any amount to which such Lenders may be entitled
      under Section
      8.1)
      or that
      the making or funding of LIBOR Loans has become impracticable as a result of
      an
      event occurring after the date of this Agreement which in the opinion of such
      Lenders materially affects such Loans;

    


    then
      the
      Administrative Agent shall promptly notify the other parties thereof and, so
      long as such circumstances shall continue, (i) no Lender shall be under any
      obligation to make LIBOR Loans or convert any Base Rate Loans into LIBOR Loans
      and (ii) on the last day of the current Interest Period for each LIBOR
      Loan, such Loan shall, unless then repaid in full, automatically convert to
      a
      Base Rate Loan.

    


    8.3  Changes
      in Law Rendering LIBOR Loans Unlawful.
      If any
      change in, or the adoption of any new, law or regulation, or any change in
      the
      interpretation of any applicable law or regulation by any governmental or other
      regulatory body charged with the administration thereof, should make it (or
      in
      the good faith judgment of any Lender cause a substantial question as to whether
      it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then
      such
      Lender shall promptly notify each of the other parties hereto and, so long
      as
      such circumstances shall continue, (a) such Lender shall have no obligation
      to make LIBOR Loans or convert any Base Rate Loan into a LIBOR Loan (but shall
      make Base Rate Loans concurrently with the making of or conversion of Base
      Rate
      Loans into LIBOR Loans by the Lenders which are not so affected, in each case
      in
      an amount equal to the amount of LIBOR Loans which would be made or converted
      into by such Lender at such time in the absence of such circumstances) and
      (b) on the last day of the current Interest Period for each LIBOR Loan of
      such Lender (or, in any event, on such earlier date as may be required by the
      relevant law, regulation or interpretation), such LIBOR Loan shall, unless
      then
      repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan
      made by a Lender which, but for the circumstances described in the foregoing
      sentence, would be a LIBOR Loan (an “Affected
      Loan”)
      shall
      remain outstanding for the period corresponding to the Group of LIBOR Loans
      of
      which such Affected Loan would be a part absent such circumstances.

     

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    8.4  Funding
      Losses.
      The
      Company hereby agrees that, upon demand by any Lender (which demand shall be
      accompanied by a statement setting forth the basis for the amount being claimed,
      a copy of which shall be furnished to the Administrative Agent), the Company
      will indemnify such Lender against any net loss or expense which such Lender
      may
      sustain or incur (including any net loss or expense incurred by reason of the
      liquidation or reemployment of deposits or other funds acquired by such Lender
      to fund or maintain any LIBOR Loan but excluding the loss of the Applicable
      Margin), as reasonably determined by such Lender, as a result of (a) any
      payment, prepayment or conversion of any LIBOR Loan of such Lender on a date
      other than the last day of an Interest Period for such Loan (including any
      conversion pursuant to Section 8.3) or (b) any failure of the Company to
      borrow, convert or continue any LIBOR Loan on a date specified therefor in
      a
      notice of borrowing, conversion or continuation pursuant to this Agreement.
      For
      this purpose, all notices to the Administrative Agent pursuant to this Agreement
      shall be deemed to be irrevocable.

    


    8.5  Right
      of Lenders to Fund through
      Other Offices.
      Each
      Lender may, if it so elects, fulfill its commitment as to any LIBOR Loan by
      causing a foreign branch or Affiliate of such Lender to make such Loan; provided
      that in such event for the purposes of this Agreement such Loan shall be deemed
      to have been made by such Lender, and the obligation of the Company to repay
      such Loan shall nevertheless be to such Lender and shall be deemed held by
      it,
      to the extent of such Loan, for the account of such branch or
      Affiliate.

    


    8.6  Discretion
      of Lenders as to Manner of Funding.
      Notwithstanding any provision of this Agreement to the contrary, each Lender
      shall be entitled to fund and maintain its funding of all or any part of its
      Loans in any manner it sees fit, it being understood, however, that for the
      purposes of this Agreement all determinations hereunder shall be made as if
      such
      Lender had actually funded and maintained each LIBOR Loan during each Interest
      Period for such Loan through the purchase of deposits having a maturity
      corresponding to such Interest Period and bearing an interest rate equal to
      the
      LIBOR Rate for such Interest Period.

    


    8.7  Mitigation
      of Circumstances; Replacement of Lenders.

    


    (a)  Each
      Lender shall promptly notify the Company and the Administrative Agent of any
      event of which it has knowledge which will result in, and will use reasonable
      commercial efforts available to it (and not, in such Lender’s sole judgment,
      otherwise materially disadvantageous to such Lender) to mitigate or avoid,
      (i) any obligation by the Company to pay any amount pursuant to
Section
      7.6
      or
8.1
      or
      (ii) the occurrence of any circumstances described in Section
      8.2
      or
8.3
      (and, if
      any Lender has given notice of any such event described in clause (i) or
      (ii) above and thereafter such event ceases to exist, such Lender shall
      promptly so notify the Company and the Administrative Agent). Without limiting
      the foregoing, each Lender will designate a different funding office if such
      designation will avoid (or reduce the cost to the Company of) any event
      described in clause (i) or (ii) above and such designation will not,
      in such Lender’s sole judgment, be otherwise materially disadvantageous to such
      Lender.

     

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    (b)  If
      the
      Company becomes obligated to pay additional amounts to any Lender pursuant
      to
Section
      7.6
      or
8.1,
      or any
      Lender gives notice of the occurrence of any circumstances described in
Section
      8.2
      or
8.3,
      the
      Company may designate another lender which is reasonably acceptable to the
      Administrative Agent in its reasonable discretion (such other bank being called
      a “Replacement
      Lender”)
      to
      purchase the Loans of such Lender and such Lender’s rights hereunder, without
      recourse to or warranty (except as set forth in the applicable Assignment
      Agreement) by, or expense to, such Lender, for a purchase price equal to the
      outstanding principal amount of the Loans payable to such Lender plus any
      accrued but unpaid interest on such Loans and all accrued but unpaid fees owed
      to such Lender and any other amounts payable to such Lender under this
      Agreement, and to assume all the obligations of such Lender hereunder, and,
      upon
      such purchase and assumption (pursuant to an Assignment Agreement), such Lender
      shall no longer be a party hereto or have any rights hereunder (other than
      rights with respect to indemnities and similar rights applicable to such Lender
      prior to the date of such purchase and assumption) and shall be relieved from
      all obligations to the Company hereunder, and the Replacement Lender shall
      succeed to the rights and obligations of such Lender hereunder.

    


    8.8  Conclusiveness
      of Statements; Survival of Provisions.
      Determinations and statements of any Lender pursuant to Section 8.1, 8.2, 8.3
      or
      8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable
      averaging and attribution methods in determining compensation under Sections
      8.1
      and 8.4, and the provisions of such Sections shall survive repayment of the
      Obligations, cancellation of any Notes and termination of this
      Agreement.

    


    


    
      	SECTION
              9.  	
              REPRESENTATIONS
                AND WARRANTIES.

            


    

    


    To
      induce
      the Administrative Agent and the Lenders to enter into this Agreement and to
      induce the Lenders to make Loans, the Company represents and warrants to the
      Administrative Agent and the Lenders that:

    


    9.1  Organization;
      Power.
      Each
      Affiliated Party is validly existing and in good standing under the laws of
      its
      jurisdiction of organization, has all requisite power and authority to carry
      on
      its business as now conducted and is duly qualified to do business in each
      other
      jurisdiction where, because of the nature of its activities or properties,
      such
      qualification is required, except for such jurisdictions where the failure
      to so
      qualify would not reasonably be expected to have a Material Adverse
      Effect.

     

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    9.2  Authorization;
      No Conflict.
      The
      execution, delivery and performance by each Affiliated Party of each Loan
      Document to which it is a party, and the consummation of the transactions
      contemplated thereby, are within such Affiliated Party’s legal powers, have been
      duly authorized by all necessary legal action and do not and will not
      (a) require any consent or approval of any governmental agency or authority
      (other than any consent or approval which has been obtained and is in full
      force
      and effect), (b) conflict with (i) any provision of law the violation
      of which would reasonably be expected to have a Material Adverse Effect,
      (ii) the charter, bylaws or other organizational documents of any
      Affiliated Party or (iii) any agreement, indenture, instrument or other
      document, or any judgment, order or decree, which is binding upon any Affiliated
      Party or any of their respective properties the violation of which would
      reasonably be expected to have a Material Adverse Effect or (c) require, or
      result in, the creation or imposition of any Lien on any asset of any Affiliated
      Party.

    


    9.3  Validity
      and Binding Nature.
      Each
      Loan Document to which any Affiliated Party is a party has been duly executed
      and delivered by such Person and is the legal, valid and binding obligation
      of
      such Person, enforceable against such Person in accordance with its terms,
      subject to bankruptcy, insolvency and similar laws affecting the enforceability
      of creditors’ rights generally and to general principles of equity.

    


    9.4  Financial
      Condition.
      The
      audited Consolidated financial statements of the Company and its Subsidiaries
      as
      at December 31, 2005 and the unaudited Consolidated financial statements of
      the
      Company and its Subsidiaries as at June 30, 2006, copies of each of which
      have been delivered to each Lender, were prepared in accordance with GAAP
      (subject, in the case of such unaudited statements, to the absence of footnotes
      and to normal year-end adjustments) and present fairly the Consolidated
      financial condition of the Company and its Subsidiaries as at such dates and
      the
      results of their operations for the periods then ended.

    


    9.5  No
      Material Adverse Change.
      Since
      December 31, 2005, there has been no material adverse change in the financial
      condition, operations, assets, business, or properties of the Affiliated Parties
      taken as a whole.

    


    9.6  Litigation.
      No
      litigation (including derivative actions), arbitration proceeding or
      governmental investigation or proceeding is pending or, to the Company’s
      knowledge, threatened against any Affiliated Party which would reasonably be
      expected to have a Material Adverse Effect, except as set forth in Schedule
      9.6.

    


    9.7  Ownership
      of Properties; Liens.
      Each
      Affiliated Party owns, to the extent needed for operation of its business,
      good
      and, in the case of real property, marketable title to all of its properties
      and
      assets, real and personal, tangible and intangible, of any nature whatsoever
      (including patents, trademarks, trade names, service marks and copyrights),
      free
      and clear of all Liens except Permitted Liens.

    


    9.8  Pension
      Plans.

    


    (a)  During
      the twelve-consecutive-month period prior to the date of the execution and
      delivery of this Agreement or the making of any Loan, (i) no steps have
      been taken to terminate any Pension Plan and (ii) no contribution failure
      has occurred with respect to any Pension Plan sufficient to give rise to a
      Lien
      under Section 302(f) of ERISA. No condition exists or event or transaction
      has
      occurred with respect to any Pension Plan which could result in the incurrence
      by the Company of any material liability, fine or penalty.

     

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    (b)  (i) All
      contributions (if any) have been made to any Multiemployer Pension Plan that
      are
      required to be made by the Company or any other member of the Controlled Group
      under the terms of the plan or of any collective bargaining agreement or by
      applicable law; (ii) other than withdrawal from and withdrawal liabilities
      under the Teamsters Central States Pension Fund, which would not reasonably
      be
      expected to have a Material Adverse Effect, neither the Company nor any member
      of the Controlled Group has withdrawn or partially withdrawn from any
      Multiemployer Pension Plan, incurred any withdrawal liability with respect
      to
      any such plan or received notice of any claim or demand for withdrawal liability
      or partial withdrawal liability from any such plan, and no condition has
      occurred which, if continued, might result in a withdrawal or partial withdrawal
      from any such plan; and (iii) neither the Company nor any member of the
      Controlled Group has received any notice that any Multiemployer Pension Plan
      is
      in reorganization, that increased contributions may be required to avoid a
      reduction in plan benefits or the imposition of any excise tax, that any such
      plan is or has been funded at a rate less than that required under Section
      412
      of the Code, that any such plan is or may be terminated, or that any such plan
      (other than the Teamsters Central States Pension Fund) is or may become
      insolvent.

    


    9.9  Investment
      Company Act.
      No
      Affiliated Party is an “investment company” or a company “controlled” by an
“investment company” or a “subsidiary” of an “investment company,” within the
      meaning of the Investment Company Act of 1940.

    


    9.10  Regulation
      U.
      No
      Affiliated Party is engaged principally, or as one of its important activities,
      in the business of extending credit for the purpose of purchasing or carrying
      Margin Stock.

    


    9.11  Taxes;
      Tax Shelter Registration.

    


    (a)  Each
      Affiliated Party has timely filed all tax returns and reports required by law
      to
      have been filed by it and has paid all taxes and governmental charges due and
      payable with respect to each such return, except any such taxes or charges
      which
      are being diligently contested in good faith by appropriate proceedings and
      for
      which adequate reserves in accordance with GAAP have been set aside on its
      books. The Affiliated Parties have made adequate reserves on their books and
      records in accordance with GAAP for all taxes that have accrued but which are
      not yet due and payable. No Affiliated Party has participated in any transaction
      (that relates to a year of the taxpayer which is still open under the applicable
      statute of limitations) which is a “reportable transaction” within the meaning
      of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when
      the
      transaction was entered into).

    


    (b)  No
      Affiliated Party intends to treat any of the transactions contemplated by any
      Loan Document as being a “reportable transaction” within the meaning of Treasury
      Regulation Section 1.6011-4. 
       

    

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    9.12  Solvency,
      etc.
      On the
      Closing Date, and immediately prior to and after giving effect to the borrowing
      hereunder and the use of the proceeds thereof, with respect to each Credit
      Party, individually, (a) the fair value of its assets is greater than the
      amount of its liabilities (including disputed, contingent and unliquidated
      liabilities) as such value is established and liabilities evaluated,
      (b) the present fair saleable value of its assets is not less than the
      amount that will be required to pay the probable liability on its debts as
      they
      become absolute and matured, (c) it is able to realize upon its assets and
      pay its debts and other liabilities (including disputed, contingent and
      unliquidated liabilities) as they mature in the normal course of business,
      (d) it does not intend to, and does not believe that it will, incur debts
      or liabilities beyond its ability to pay as such debts and liabilities mature
      and (e) it is not engaged in business or a transaction, and is not about to
      engage in business or a transaction, for which its property would constitute
      unreasonably small capital.

    


    9.13  Environmental
      Matters.

    


    (a)  No
      Violations.
      Except
      as set forth on Schedule
      9.13,
      neither
      the Company nor any Subsidiary, nor any operator of any property of the Company
      or any Subsidiary, is in violation, or alleged violation, of any judgment,
      decree, order, law, permit, license, rule or regulation pertaining to any
      Environmental Matter, including any arising under the Resource Conservation
      and
      Recovery Act of 1976 (“RCRA”),
      the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980
      (“CERCLA”)
      or any
      other Environmental Law, which individually or in the aggregate otherwise would
      reasonably be expected to have a Material Adverse Effect.

    


    (b)  Notices.
      Except
      as set forth on Schedule
      9.13
      and for
      matters arising after the Closing Date, in each case none of which would, singly
      or in the aggregate, reasonably be expected to have a Material Adverse Effect,
      neither the Company nor any Subsidiary has received notice from any federal,
      state or local governmental authority: (i) that any one of them has been
      identified by the U.S. Environmental Protection Agency as a potentially
      responsible party under CERCLA with respect to a site listed on the National
      Priorities List, 40 C.F.R. Part 300 Appendix B; (ii) that any
      Hazardous Substance which any one of them has generated, transported or Disposed
      of has been found at any site at which a federal, state or local agency or
      other
      third party has conducted a remedial investigation, removal or other response
      action pursuant to any Environmental Law; (iii) that the Company or any
      Subsidiary must conduct a remedial investigation, removal, response action
      or
      other activity pursuant to any Environmental Law; or (iv) of any
      Environmental Claim, in each case that would reasonably be expected to result
      in
      a liability to the Company that would reasonably be expected to have a Material
      Adverse Effect.

    


    (c)  Handling
      of Hazardous Substances.
      Except
      as set forth on Schedule
      9.13
      as of
      the Closing Date, (i) no portion of the real property or other asset of the
      Company or any Subsidiary has been used by the Company or any Subsidiary or,
      to
      the best knowledge of the Company, by any third party for the handling,
      processing, storage or Disposal of any Hazardous Substance except in accordance
      in all material respects with applicable Environmental Laws; and no underground
      tank or other underground storage receptacle for any Hazardous Substance is
      located on any such property; (ii) in the course of any activity conducted
      by the Company, any Subsidiary or the operator of any real property of the
      Company or any Subsidiary, no Hazardous Substance has been generated or is
      being
      used on any such property except in accordance in all material respects with
      applicable Environmental Laws; (iii) there has been no Release or, to the
      best knowledge of the Company, threatened Release of any Hazardous Substance
      upon, into or from any real property or other asset of the Company or any
      Subsidiary, which Release singly or in the aggregate with each other such
      Release would reasonably be expected to have a material adverse effect on the
      value of such real property or asset (provided that with respect to any Release
      or threatened Release which occurred prior to the ownership, occupancy or use
      of
      such property or asset, as applicable, by the Company or any Subsidiary, such
      representation is given to the best knowledge of the Company); (iv) to the
      best knowledge of the Company, there has been no Release on, upon, from or
      into
      any real property in the vicinity of any real property or other asset of the
      Company or any Subsidiary which, through soil or groundwater contamination,
      may
      have come to be located on, and which would reasonably be expected to have
      a
      Material Adverse Effect; and (v) any Hazardous Substance generated by the
      Company or any Subsidiary has been transported offsite only by properly licensed
      carriers and delivered only to treatment or disposal facilities maintaining
      valid permits as required under applicable Environmental Laws, which
      transporters and facilities to the best knowledge of the Company have been
      and
      are operating in compliance in all material respects with such permits and
      applicable Environmental Laws.

     

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    9.14  Insurance.
      Set
      forth on Schedule 9.14 is a complete and accurate summary of the property and
      casualty insurance program of the Affiliated Parties as of the Closing Date
      (including the names of all insurers, policy numbers, expiration dates, amounts
      and types of coverage, annual premiums, exclusions, deductibles, self-insured
      retention, and a description in reasonable detail of any self-insurance program,
      retrospective rating plan, fronting arrangement or other risk assumption
      arrangement involving any Affiliated Party). Each Affiliated Party and its
      properties are insured with financially sound and reputable insurance companies
      which are not Affiliates of the Affiliated Parties, in such amounts, with such
      deductibles and covering such risks as are customarily carried by companies
      engaged in similar businesses and owning similar properties in localities where
      such Affiliated Parties operate.

    


    9.15  Information.
      (a) The Company’s annual report on Form 10-K for the fiscal year ended at
      December 31, 2005 and the Company’s quarterly report on Form 10-Q for the
      fiscal quarter ended on June 30, 2006, copies of which have been furnished
      by the Company to the Administrative Agent and the Lenders, did not, as of
      the
      respective dates such Form 10-K and Form 10-Q were filed with the SEC, contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading, (b) from the date of filing of the
      Company’s quarterly report on Form 10-Q for the fiscal quarter ended on
      June 30, 2006 through the date hereof, the Company has not filed a current
      report on Form 8-K with the SEC, except for those filed on August 7, 2006 and
      August 22, 2006, and, as of the date hereof, no event or condition exists which
      would require such a filing by the Company pursuant to the Securities Exchange
      Act of 1934, except for any such event or condition which has heretofore been
      disclosed in writing to the Lenders by delivery to the Lenders of a Form 8-K
      prior to or contemporaneously with the filing thereof, and (c) any
      projections or forecasts heretofore or contemporaneously herewith furnished
      in
      writing by any Affiliated Party to the Administrative Agent or any Lender
      pursuant hereto or in connection herewith are based on good faith estimates
      and
      assumptions believed by the Affiliated Parties to be reasonable as of the date
      of the applicable projections or forecasts or have otherwise been prepared
      in
      good faith by the Affiliated Parties.

     

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    9.16  Intellectual
      Property.
      Each
      Affiliated Party owns and possesses, or has a license or other right to use,
      all
      patents, patent rights, trademarks, trademark rights, trade names, trade name
      rights, service marks, service mark rights and copyrights as are necessary
      for
      the conduct of the businesses of the Affiliated Parties, without any
      infringement upon rights of others which would reasonably be expected to have
      a
      Material Adverse Effect.

    


    9.17  Labor
      Matters.
      Except
      as set forth on Schedule 9.17, as of the Closing Date no Affiliated Party is
      subject to any labor or collective bargaining agreement. There is no existing
      or
      threatened strike, lockout or other labor dispute involving any Affiliated
      Party
      that singly or in the aggregate with each other such strike, lockout or other
      labor dispute would reasonably be expected to have a Material Adverse
      Effect.

    


    9.18  No
      Default.
      No
      Event of Default or Unmatured Event of Default exists or would result from
      the
      incurrence by any Affiliated Party of any Debt hereunder or under any other
      Loan
      Document.

    


    9.19  Compliance
      with
      Laws.
      The
      nature and transaction of the Company’s business and operations and the use of
      its properties and assets do not, and during the term of the Loans shall not,
      violate or conflict with any applicable law, statute, ordinance, rule,
      regulation or order of any kind or nature, including the provisions of the
      Fair
      Labor Standards Act or any zoning, land use, building, noise abatement,
      occupational health and safety or other laws, any building permit or any
      condition, grant, easement, covenant, condition or restriction, whether recorded
      or not, except such as would not reasonably be expected to have a Material
      Adverse Effect.

    


    


    
      	SECTION
              10.  	
              AFFIRMATIVE
                COVENANTS.

            


    

    


    Until
      the
      expiration or termination of the Commitments and thereafter until all
      Obligations hereunder and under the other Loan Documents are paid in full,
      the
      Company agrees that, unless at any time the Required Lenders shall otherwise
      expressly consent in writing, it will:

    


    10.1  Reports,
      Certificates and Other Information.
      Furnish
      or make available to the Administrative Agent and each Lender (which, in the
      case of the information described in Sections 10.1.1, 10.1.2 and 10.1.4(a),
      may
      be by posting to the Company’s website, provided that the Company simultaneously
      notifies the Administrative Agent and each Lender of such posting):

    


    10.1.1  Annual
      Report.
      Promptly when available and in any event within 105 days after the close of
      each
      Fiscal Year, a copy of the annual audit report of the Company and its
      Subsidiaries for such Fiscal Year, including therein Consolidated balance sheets
      and statements of earnings and cash flows of the Company and its Subsidiaries
      as
      at the end of such Fiscal Year, certified without adverse reference to going
      concern value and without qualification by independent auditors of recognized
      standing selected by the Company and reasonably acceptable to the Administrative
      Agent, together with a written statement from such accountants to the effect
      that, in making the examination necessary for the signing of such annual audit
      report by such accountants, nothing came to their attention that caused them
      to
      believe that the Company was not in compliance with any provision of Section
      11.1, 11.3, 11.4 or 11.12 of this Agreement insofar as any such provision
      relates to accounting matters or, if something has come to their attention
      that
      caused them to believe that the Company was not in compliance with any such
      provision, describing such noncompliance in reasonable detail.

     

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    10.1.2  Interim
      Reports.
      Promptly when available and in any event within 60 days after the end of each
      Fiscal Quarter (except the last Fiscal Quarter of each Fiscal Year),
      Consolidated (and Consolidating, upon the request of the Administrative Agent)
      balance sheets of the Company and its Subsidiaries as of the end of such Fiscal
      Quarter, together with Consolidated statements of earnings and cash flows for
      such Fiscal Quarter and for the period beginning with the first day of such
      Fiscal Year and ending on the last day of such Fiscal Quarter.

    


    10.1.3  Compliance
      Certificates.
      Contemporaneously with the furnishing of a copy of each annual audit report
      pursuant to Section 10.1.1 and each set of quarterly statements pursuant to
      Section 10.1.2, a duly completed Compliance Certificate, with appropriate
      insertions, dated the date of such annual report or such quarterly statements
      and signed by a Senior Officer of the Company, containing (a) a computation
      of each of the financial ratios and restrictions set forth in Section 11.12
      and
      to the effect that such officer has not become aware of any Event of Default
      or
      Unmatured Event of Default that has occurred and is continuing or, if there
      is
      any such event, describing it and the steps, if any, being taken to cure it
      and
      (b) a written statement as to whether a Guaranty Event has
      occurred.

    


    10.1.4  Reports
      to the
      SEC
      and to Shareholders; Regulatory Bodies.

    


    (a)  Promptly
      upon the filing or sending thereof, a copy of each regular, periodic or special
      report of any Affiliated Party filed with the SEC, a copy of each registration
      statement of any Affiliated Party filed with the SEC (other than on Form S-8)
      and a copy of each proxy statement or other communication made to security
      holders generally; and

    


    (b)  Promptly
      upon request by the Administrative Agent, a copy of each regular, periodic
      or
      special report of the Company or any Subsidiary filed with any Regulatory Body,
      and a copy of each rate or similar application of the Company or any Subsidiary
      filed with any Regulatory Body.

    


    10.1.5  Notice
      of Default, Litigation and ERISA Matters.
      Promptly upon becoming aware of any of the following, written notice describing
      the same and the steps being taken by the Company or the Subsidiary affected
      thereby with respect thereto:

    


    (a)  the
      occurrence of an Event of Default or an Unmatured Event of Default;

     

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    (b)  any
      litigation, arbitration or governmental investigation or proceeding not
      previously disclosed by the Company to the Lenders which has been instituted
      or,
      to the knowledge of the Company, is threatened against any Affiliated Party
      or
      to which any of the properties of any thereof is subject and which would
      reasonably be expected to have a Material Adverse Effect;

    


    (c)  the
      institution of any step by any member of the Controlled Group or any other
      Person to terminate any Pension Plan, or the failure of any member of the
      Controlled Group to make a required contribution to any Pension Plan (if such
      failure is sufficient to give rise to a Lien under Section 302(f) of ERISA)
      or
      to any Multiemployer Pension Plan, or the taking of any action with respect
      to a
      Pension Plan which could result in the requirement that the Company furnish
      a
      bond or other security to the PBGC or such Pension Plan, or the occurrence
      of
      any event with respect to any Pension Plan or Multiemployer Pension Plan which
      could result in the incurrence by any member of the Controlled Group of any
      material liability, fine or penalty (including any claim or demand for
      withdrawal liability or partial withdrawal from any Multiemployer Pension Plan),
      or any material increase in the contingent liability of the Company with respect
      to any post-retirement welfare benefit plan or other employee benefit plan
      of
      the Company or another member of the Controlled Group, or any notice that any
      Multiemployer Pension Plan is in reorganization, that increased contributions
      may be required to avoid a reduction in plan benefits or the imposition of
      an
      excise tax, that any such plan is or has been funded at a rate less than that
      required under Section 412 of the Code, that any such plan is or may be
      terminated, or that any such plan is or may become insolvent; or

    


    (d)  any
      other
      event (including (i) any violation of any Environmental Law or the
      assertion of any Environmental Claim or (ii) the enactment or effectiveness
      of any law, rule or regulation) which would reasonably be expected to have
      a
      Material Adverse Effect.

    


    10.1.6  Management
      Reports.
      Promptly upon receipt thereof, a copy of each detailed financial or management
      report submitted to the Company by independent auditors in connection with
      each
      annual or interim audit made by such auditors of the books of the
      Company.

    


    10.1.7  Projections.
      As soon
      as practicable, and in any event not later than 105 days after the commencement
      of each Fiscal Year, financial projections for the Company and its Subsidiaries
      for such Fiscal Year (including quarterly operating and cash-flow budgets)
      prepared in a manner consistent with the projections delivered by the Company
      to
      other bank lenders immediately prior to the Closing Date or otherwise in a
      manner reasonably satisfactory to the Administrative Agent.

    


    10.1.8  Junior
      Capital Notices.
      Promptly following receipt or sending by any Affiliated Party, a copy of each
      material notice (including, in any event, each notice of default or
      acceleration) received from any holder or trustee of, under or with respect
      to
      any Junior Capital or sent by the Company or any other Affiliated Party to
      any
      holder or trustee of, under or with respect to any Junior Capital.

     

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    10.1.9  Securitizations.
      With
      respect to each Permitted Securitization, (a) promptly following the initial
      closing thereof, copies of all documentation relating to such Permitted
      Securitization and (b) promptly following the delivery or receipt by any
      Affiliated Party of any notice relating to such Permitted Securitization, a
      copy
      of such notice.

    


    10.1.10  Other
      Information.
      Promptly from time to time, such other information concerning the Affiliated
      Parties as any Lender or the Administrative Agent may reasonably
      request.

    


    10.2  Books,
      Records and Inspections.
      (a)
      Keep, and cause each other Affiliated Party to keep, its books and records
      in
      accordance with sound business practices sufficient to allow the preparation
      of
      financial statements in accordance with GAAP; (b) permit, and cause each
      other Affiliated Party to permit, any Lender or the Administrative Agent or
      any
      representative thereof to, at any reasonable time and with reasonable notice,
      taking into the account the potential effect on the business and operations
      of
      such Affiliated Party (or at any time without notice if an Event of Default
      exists), inspect the properties and operations of the Affiliated Parties, all
      such inspections to be at the inspecting Lender’s or the Administrative Agent’s
      expense, unless an Event of Default exists at the time such inspection is made
      (in which case such inspections shall be at the Company’s expense), provided,
      however, that the Administrative Agent may make an inspection of the Affiliated
      Parties’ properties and operations as set forth in this clause (b) at the
      Company’s expense not more than once during each 12-month period regardless of
      whether an Event of Default exists at the time such inspection is made;
      (c) permit and cause each other Affiliated Party to permit, at any
      reasonable time and with reasonable notice, taking into account the potential
      effect on the business operations of the Affiliated Parties (or at any time
      without notice if an Event of Default exists), any Lender or the Administrative
      Agent or any representative thereof to visit any or all of any Affiliated
      Party’s offices, to discuss its financial matters with its officers and its
      independent auditors (and the Company hereby authorizes such independent
      auditors to discuss such financial matters with any Lender or the Administrative
      Agent or any representative thereof), and to examine (and, at the expense of
      the
      Affiliated Parties, photocopy extracts from) any of its books or other
      records.

    


    10.3  Maintenance
      of Property; Insurance.

    


    (a)  Keep,
      and
      cause each other Affiliated Party to keep, all property useful and necessary
      in
      the business of the Affiliated Parties in good working order and condition,
      ordinary wear and tear excepted.

    


    (b)  Maintain,
      and cause each other Affiliated Party to maintain, with responsible insurance
      companies, such insurance coverage as may be required by any law or governmental
      regulation or court decree or order applicable to it and such other insurance,
      to such extent and against such hazards and liabilities, as is customarily
      maintained by companies similarly situated, and, upon request of the
      Administrative Agent or any Lender, furnish to the Administrative Agent or
      such
      Lender a certificate setting forth in reasonable detail the nature and extent
      of
      all insurance maintained by the Affiliated Parties.

     

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    10.4  Compliance
      with Laws; Payment of Taxes and Liabilities.
      (a) Comply, and cause each other Affiliated Party to comply, in all
      material respects with all applicable laws, rules, regulations, decrees, orders,
      judgments, licenses and permits, except where failure to comply would not
      reasonably be expected to have a Material Adverse Effect; (b) without
      limiting clause (a) above, ensure, and cause each other Affiliated Party to
      ensure, that no Person who owns a controlling interest in or otherwise controls
      an Affiliated Party is or shall be (i) listed on the Specially Designated
      Nationals and Blocked Person List maintained by the Office of Foreign Assets
      Control (“OFAC”),
      Department of the Treasury, and/or any other similar lists maintained by OFAC
      pursuant to any authorizing statute, Executive Order or regulation or
      (ii) a Person designated under Section 1(b), (c) or (d) of Executive
      Order No. 13224 (September 23, 2001), any related enabling legislation
      or any other similar Executive Order, (c) without limiting clause
      (a) above, comply, and cause each other Affiliated Party to comply, with
      all applicable Bank Secrecy Act and anti-money laundering laws and regulations
      of which they are aware and (d) pay, and cause each other Affiliated Party
      to pay, prior to delinquency, all taxes and other governmental charges against
      it or any of its assets, as well as claims of any kind which, if unpaid, could
      become a Lien on any of its property, provided that the foregoing shall not
      require any Affiliated Party to pay any such tax or charge so long as it is
      contesting the validity thereof in good faith by appropriate proceedings and
      has
      set aside on its books adequate reserves with respect thereto in accordance
      with
      GAAP and, in the case of a claim which could become a Lien on any assets, such
      contest proceedings are staying the foreclosure of such Lien or the sale of
      any
      portion of the assets to satisfy such claim.

    


    10.5  Maintenance
      of Existence, etc.
      Maintain
      and preserve, and (subject to Section 11.5) cause each other Affiliated Party
      to
      maintain and preserve, (a) its existence and good standing in the
      jurisdiction of its organization and (b) its qualification to do business
      and good standing in each other jurisdiction where the nature of its business
      makes such qualification necessary (other than such jurisdictions in which
      the
      failure to be qualified or in good standing would not reasonably be expected
      to
      have a Material Adverse Effect).

    


    10.6  Use
      of
      Proceeds.
      Use the
      proceeds of the Loans solely to prepay a portion of the Company’s outstanding
      8.00% Senior Notes Due 2016; and not use or permit any proceeds of any Loan
      to
      be used, either directly or indirectly, for the purpose, whether immediate,
      incidental or ultimate, of “purchasing or carrying” any Margin Stock in
      violation of Regulation U.

    


    10.7  Employee
      Benefit Plans.

    


    (a)  Maintain,
      and cause each other member of the Controlled Group to maintain, each Pension
      Plan in substantial compliance with all applicable requirements of law and
      regulations except for such noncompliance as would not reasonably be expected
      to
      have a Material Adverse Effect.

    


    (b)  Make,
      and
      cause each other member of the Controlled Group to make, on a timely basis,
      all
      required contributions to each Multiemployer Pension Plan.

    


    (c)  Not,
      and
      not permit any other member of the Controlled Group to, (i) seek a waiver
      of the minimum funding standards of ERISA, (ii) terminate or withdraw from
      any Pension Plan or Multiemployer Pension Plan or (iii) take any other
      action with respect to any Pension Plan that would reasonably be expected to
      entitle the PBGC to terminate, impose liability in respect of, or cause a
      trustee to be appointed to administer, any Pension Plan, unless the actions
      or
      events described in clauses (i), (ii) and (iii) would not individually or
      in the aggregate have a Material Adverse Effect.

     

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    10.8  Environmental
      Matters.
      (a) If
      any Release or threatened Release or other Disposal of a Hazardous Substance
      shall occur or shall have occurred on any real property or other asset of any
      Affiliated Party, cause the prompt containment and removal of such Hazardous
      Substance and the remediation of such real property or other asset as necessary
      to comply in all material respects with all Environmental Laws and to preserve
      the value of such real property or other asset, except where the failure to
      take
      such action would not reasonably be expected to have a Material Adverse Effect;
      (b) without limiting the generality of the foregoing, comply, and cause
      each other Affiliated Party to comply, with each federal and state judicial
      or
      administrative order (which is either final and nonappealable or which has
      not
      been stayed) requiring the performance at any real property of any Affiliated
      Party of any activity in response to the Release or threatened Release of a
      Hazardous Substance; and (c) to the extent that the transportation of a
      Hazardous Substance is permitted by this Agreement, dispose of, and cause its
      Subsidiaries to dispose of, such Hazardous Substance or any other waste only
      at
      licensed disposal facilities operating in compliance with Environmental Laws,
      except where the failure to take such action would not reasonably be expected
      to
      have a Material Adverse Effect.

    


    10.9  Tax
      Shelter Registration.
      Notify
      the Administrative Agent of any action (or the intention to take an action)
      inconsistent with the representation in Section 9.11(b); provided further that,
      (a) if the Company so notifies the Administrative Agent, the Company
      acknowledges and agrees that the Administrative Agent and the Lenders may treat
      the transactions contemplated hereby (or any single transaction contemplated
      hereby) as part of a transaction that is subject to Treasury Regulation Section
      301.6112-1, and the Administrative Agent and such Lender, as applicable, may
      maintain the lists and other regulations required by such Treasury Regulation,
      (b) to the extent the Administrative Agent or a Lender determines to maintain
      such list, each Affiliated Party shall cooperate with the Administrative Agent
      and the Lenders in obtaining the information required under such Treasury
      Regulation and (c) within 10 days after notifying the Administrative Agent
      under
      this Section 10.9, the Company shall deliver to the Administrative Agent a
      duly
      completed copy of IRS Form 8886 or any successor form.

    


    10.10  Further
      Assurances.
      After
      the occurrence of a Guaranty Event, take, and cause each other Affiliated Party
      to take, such actions as are necessary or as the Administrative Agent or the
      Required Lenders may reasonably request from time to time to ensure that the
      Obligations of each Affiliated Party under the Loan Documents are guaranteed
      by
      those Subsidiaries required to deliver a Guaranty pursuant to the terms of
      this
      Agreement, including the execution and delivery of the Guaranty and any joinder
      agreements thereto, and other related ancillary documents reasonably requested
      by the Administrative Agent such as authorization documents and
      opinions.

    


    10.11  Guaranty
      Event.
      Simultaneously with the occurrence of each Guaranty Event, cause each Subsidiary
      executing a guaranty, or a joinder to a guaranty, triggering such Guaranty
      Event
      to execute and deliver to the Administrative Agent (a) a Guaranty and (b)
      certificates, resolutions, formation documents and opinions of counsel with
      respect to each such Subsidiary substantially similar to those being delivered
      to the recipients of the guaranty, or the joinder to a guaranty, triggering
      such
      Guaranty Event or otherwise in form and substance reasonably satisfactory to
      the
      Administrative Agent.

     

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    10.12  Maintain
      Debt Rating.
      Use
      reasonable commercial efforts to cause the Rating Agencies to maintain, on
      an
      ongoing basis, a debt rating of the Company’s long-term, publicly traded,
      non-credit-enhanced senior unsecured Debt (whether or not such Debt is then
      outstanding).

    


    10.13  Subordinated
      Debt.
      Cause
      (a) the subordination provisions of any Subordinated Debt outstanding from
      time
      to time to be enforceable against the holders of such Subordinated Debt by
      the
      Administrative Agent and the Lenders and (b) all Obligations to constitute
      senior Debt entitled to the benefits of the subordination provisions contained
      in any Subordinated Debt outstanding from time to time.

    


    
      	SECTION
              11.  	
              NEGATIVE
                COVENANTS

            


    

    


    Until
      the
      expiration or termination of the Commitments and thereafter until all
      Obligations hereunder and under the other Loan Documents are paid in full,
      the
      Company agrees that, unless at any time the Required Lenders shall otherwise
      expressly consent in writing, it will:

    


    11.1  Debt.
      Not,
      and not permit any other Affiliated Party to, create, incur, assume or suffer
      to
      exist any Debt, except:

    


    (a)  Obligations
      under this Agreement and the other Loan Documents;

    


    (b)  Debt
      secured by Liens permitted by Section 11.2(e), and extensions, renewals and
      refinancings thereof; provided that the aggregate amount of all such Debt
      secured by Liens permitted by Section 11.2(e) at any time outstanding shall
      not
      exceed $15,000,000;

    


    (c)  (i) Debt
      of the Company to any Subsidiary and (ii) Debt of any Subsidiary to the
      Company or another Subsidiary, provided, however, that the aggregate principal
      amount of Debt of any foreign Subsidiaries to the Company or to any domestic
      Subsidiaries outstanding from time to time shall not, when incurred, be in
      excess of an amount equal to twenty percent (20%) of Consolidated Net Worth
      as
      of the Company’s most recent Fiscal Year end;

    


    (d)  Subordinated
      Debt;

    


    (e)  Debt
      described on Schedule
      11.1
      and any
      extension, renewal or refinancing thereof so long as the principal amount
      thereof is not increased and no Default or Unmatured Event of Default shall
      have
      occurred and be continuing or would result therefrom;

     

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    (f)  contingent
      liabilities arising with respect to customary indemnification obligations in
      favor of sellers in connection with Acquisitions permitted under Section 11.5
      and purchasers in connection with dispositions permitted under Section
      11.5;

    


    (g)  Acquired
      Debt assumed in Acquisitions permitted under Section
      11.5;
      and

    


    (h)  Debt
      incurred in connection with a Permitted Securitization, and customary clean-up
      call provisions in connection with any Permitted Securitization;
      and

    


    (i)  other
      unsecured Debt, in addition to the Debt listed above, in an aggregate
      outstanding amount not at any time exceeding an amount equal to twenty percent
      (20%) of Consolidated Net Worth as of the Company’s most recent Fiscal Year end,
      provided that at the time of incurring such Debt, no Default or Unmatured Event
      of Default shall have occurred and be continuing or would result
      therefrom.

    


    11.2  Liens.
      Not,
      and not permit any other Affiliated Party to, create or permit to exist any
      Lien
      on any of its real or personal properties, assets or rights of whatsoever nature
      (whether now owned or hereafter acquired), except:

    


    (a)  Liens
      for
      taxes or other governmental charges not at the time delinquent or thereafter
      payable without penalty or being contested in good faith by appropriate
      proceedings and, in each case, for which it maintains adequate
      reserves;

    


    (b)  Liens
      arising in the ordinary course of business (such as (i) Liens of carriers,
      warehousemen, mechanics and materialmen and other similar Liens and
      (ii) Liens in the form of deposits or pledges incurred in connection with
      worker’s compensation, unemployment compensation and other types of social
      security (excluding Liens arising under ERISA) or in connection with surety
      bonds, bids, performance bonds and similar obligations) for sums not overdue
      or
      being contested in good faith by appropriate proceedings and not involving
      any
      advances or borrowed money or the deferred purchase price of property or
      services and, in each case, for which it maintains adequate
      reserves;

    


    (c)  Liens
      described on Schedule
      11.2
      as of
      the Closing Date;

    


    (d)  cash
      deposits made with or pledged to gas suppliers of the Affiliated Parties,
      provided that the obligation to post such cash deposits arises under gas
      contracts entered into by the Company or such Subsidiary in the ordinary course
      of business and the amount of gas purchased pursuant to such contracts does
      not
      exceed the greater of (i) the requirements established by the applicable
      regulatory authorities (as in effect from time to time) with jurisdiction over
      the Affiliated Parties or (ii) ten (10) billion cubic
      feet;

    


    (e)  subject
      to the limitation set forth in Section
      11.1(b),
      (i) Liens arising in connection with Capital Leases (and attaching only to
      the property being leased), (ii) Liens existing on property at the time of
      the acquisition thereof by any Affiliated Party (and not created in
      contemplation of such acquisition) and (iii) Liens that constitute purchase
      money security interests on any property securing debt incurred for the purpose
      of financing all or any part of the cost of acquiring such property,
provided
      that any
      such Lien attaches to such property within 60 days of the acquisition thereof
      and attaches solely to the property so acquired;

     

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    (f)  Liens
      in
      favor of customs and revenue authorities arising as a matter of law to secure
      payment of customs duties in connection with the importation of inventory or
      other goods;

    


    (g)  attachments,
      appeal bonds, judgments and other similar Liens which do not constitute Events
      of Default hereunder;

    


    (h)  easements,
      rights of way, restrictions, minor defects or irregularities in title and other
      similar Liens not interfering in any material respect with the ordinary conduct
      of the business of any Affiliated Party;

    


    (i)  any
      Lien
      on accounts receivable or proceeds thereof that are the subject of a transfer
      or
      encumbrance pursuant to a Permitted Securitization; and

    


    (j)  the
      replacement, extension or renewal of any Lien permitted by clause (c) above
      upon or in the same property subject thereto arising out of the extension,
      renewal or replacement of the Debt secured thereby (without increase in the
      amount thereof).

    


    11.3  Hedging
      Agreements.
      Not,
      and not permit any other Affiliated Party to, enter into any Hedging Agreement
      except for Hedging Agreements used solely as a part of its normal business
      operations as a risk management strategy and/or hedge against changes resulting
      from market operations in accordance with its customary policies and not as
      a
      means to speculate for investment purposes on trends and shifts in financial
      or
      commodities markets.

    


    11.4  Restricted
      Payments; Subordinated Debt.
      Not,
      and not permit any other Affiliated Party to, (a) make any distribution to
      any holders of its Capital Securities or of the Junior Capital, (b) repay,
      prepay, defease, purchase or redeem any of its Capital Securities or Junior
      Capital, (c) pay any management fees or similar fees to any of its
      equityholders, or (d) set aside funds for any of the foregoing.
      Notwithstanding the foregoing, (i) any Subsidiary may pay dividends or make
      other distributions to the Company or to a Subsidiary, provided that no domestic
      Subsidiaries shall pay dividends or make other distributions to any foreign
      Subsidiaries in excess of $10,000,000 in the aggregate amount during any Fiscal
      Year and no Guarantor shall pay dividends or make other distributions to any
      Subsidiary except Subsidiaries which are also Guarantors, (ii) so long as
      no Event of Default or Unmatured Event of Default exists or would result
      therefrom, the Company may make, pay, declare or authorize any dividend, payment
      or other distribution in respect of any class of its Capital Securities or
      any
      dividend, payment or distribution in connection with the redemption, purchase,
      retirement or other acquisition, directly or indirectly, of any shares of its
      Capital Securities, to the extent in each case payable solely in shares of
      Capital Securities of the Company, (iii) the Company may make, pay, declare
      or authorize any dividend, payment or other distribution in respect of any
      class
      of its Capital Securities or any dividend, payment or distribution in connection
      with the redemption, purchase, retirement or other acquisition, directly or
      indirectly, of any shares of its Capital Securities, provided, however, that
      immediately before and after giving effect to such dividend, payment or other
      distribution, no Event of Default or Unmatured Event of Default shall exist
      or
      shall have occurred and be continuing and that the Company, both before and
      after giving effect (on a pro
      forma
      basis)
      to the payment of such dividends or distributions shall be in compliance with
      the financial covenants set forth in Section 11.12 of this Agreement,
      (iv) the Company may prepay, purchase, redeem or defease Subordinated Debt
      with the proceeds of a New Capital Offering, in each case issued in accordance
      with the terms of this Agreement, provided that no Unmatured Event of Default
      or
      Event of Default has occurred and is continuing, and (v) the Company may
      make any payment of regularly scheduled interest or of principal at maturity
      under any of the Trust Preferred Securities, if the Company has provided not
      less than five (5) Business Days prior written notice to the Administrative
      Agent of its intent to make such payment, accompanied by a certification (which
      is true and correct when given) that both before and after giving effect to
      such
      payment (and taking into account the making thereof), no Unmatured Event of
      Default or Event of Default has occurred and is continuing (or will occur as
      of
      the last day of the next succeeding reporting period) and that such payment
      would be permitted under the terms of this Agreement.

     

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    11.5  Mergers,
      Consolidations, Acquisitions, Sales.
      Not,
      and not permit any other Affiliated Party to, (a) be a party to any merger
      or consolidation, or purchase or otherwise acquire all or substantially all
      of
      the assets or any Capital Securities of any class of, or any partnership or
      joint venture interest in, any other Person, (b) sell, transfer, convey or
      lease all or any substantial part of its assets or Capital Securities (including
      the sale of Capital Securities of any Subsidiary) except for sales of inventory
      in the ordinary course of business, or (c) sell or assign with or without
      recourse any receivables, except for (i) any such merger, consolidation,
      sale, transfer, conveyance, lease or assignment of or by any Subsidiary into
      the
      Company or into any domestic Subsidiary, provided, however, that any merger
      or
      consolidation between a Guarantor and another Subsidiary shall only be permitted
      if the survivor of the merger remains subject to the obligations set forth
      in
      the Guaranty to which the Guarantor was originally subject; (ii) any such
      purchase or other acquisition by the Company or any Subsidiary of the assets
      or
      Capital Securities of any Subsidiary (provided, however, that the aggregate
      net
      book value of any assets transferred or sold by (A) the Guarantors to any
      other Subsidiaries shall not be in excess of $5,000,000 for any Fiscal Year
      and
      (B) the Company and any domestic Subsidiaries to any foreign Subsidiaries
      shall not be in excess of $10,000,000 for any Fiscal Year); (iii) sales and
      dispositions of assets (including the Capital Securities of Subsidiaries but
      excluding the Capital Securities of any Guarantor) for at least fair market
      value (as determined by the Board of Directors of the Company) so long as the
      net book value of all assets sold or otherwise disposed of in any Fiscal Year
      does not exceed 10% of the net book value of the Consolidated assets of the
      Affiliated Parties as of the last day of the preceding Fiscal Year, except
      to
      the extent the proceeds of such sales or dispositions are used to purchase
      comparable replacement assets within 180 days following the date of such sale
      or
      disposition (or if within 180 days following the date of such sale or
      disposition the Company has entered into a binding purchase order or contract
      for such purchase, within 360 days following the date of such sale or
      disposition); and (iv) any Acquisition by the Company or any domestic
      Subsidiary where:

    


    (A)
       the
      business or division acquired is for use, or the Person acquired is principally
      engaged, in the Gas Related Businesses engaged in by the Affiliated Parties
      on
      the Closing Date;

     

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    (B)
       immediately
      before and after giving effect to such Acquisition, no Event of Default or
      Unmatured Event of Default shall exist;

    


    (C) the
      aggregate consideration to be paid by the Affiliated Parties (including any
      Debt
      assumed or issued in connection therewith, the amount thereof to be calculated
      in accordance with GAAP) in connection with such Acquisition (or any series
      of
      related Acquisitions) is not more than $50,000,000 and shall not exceed
      $150,000,000 in total for all Acquisitions from September 15, 2005 until the
      scheduled Maturity Date, provided, however, that the limitations on such
      consideration specified under this clause shall not apply during such periods
      as
      the Company maintains senior unsecured debt ratings of BBB- and Baa3 or better
      from S&P and Moody’s, respectively, and provided, further, no Event of
      Default shall be deemed to occur or be continuing if the Company has paid more
      than $150,000,000 in consideration for Acquisitions during the period when
      the
      limitations contained in this clause (C) were lifted but subsequently
      re-imposed so long as the Company does not make any further Acquisitions while
      the limitations are re-imposed;

    


    (D) immediately
      after giving effect to such Acquisition, the Company is in pro
      forma
      compliance with all the financial ratios and restrictions set forth in Section
      11.12 ;

    


    (E) in
      the
      case of the Acquisition of any Person, the Board of Directors of such Person
      has
      approved such Acquisition;

    


    (F) reasonably
      prior to such Acquisition, the Administrative Agent shall have received complete
      executed or conformed copies of each material document, instrument and agreement
      to be executed in connection with such Acquisition together with all lien search
      reports and lien release letters and other documents as the Administrative
      Agent
      may require to evidence the termination of Liens on the assets or business
      to be
      acquired; and

    


    (G) not
      less
      than ten Business Days prior to such Acquisition, the Administrative Agent
      shall
      have received an acquisition summary with respect to the Person and/or business
      or division to be acquired, such summary to include a reasonably detailed
      description thereof (including financial information) and operating results
      (including financial statements for the most recent 12 month period for which
      they are available and as otherwise available), the terms and conditions,
      including economic terms, of the proposed Acquisition, and the Company’s
      calculation of pro
      forma
      net
      operating income relating thereto.

    


    11.6  Transactions
      with Affiliates.
      Not,
      and not permit any other Affiliated Party to, enter into, or cause, suffer
      or
      permit to exist, any transaction, arrangement or contract with any of its other
      Affiliates (other than the Affiliated Parties) which is on terms which are
      less
      favorable than are obtainable from any Person which is not one of its
      Affiliates.

    


    11.7  Inconsistent
      Agreements.
      Not,
      and not permit any other Affiliated Party to, enter into any agreement
      containing any provision which would (a) be violated or breached by the
      borrowing by the Company hereunder or by the performance by any Affiliated
      Party
      of any of its Obligations hereunder or under any other Loan Document, or
      (b) create or permit to exist or become effective any encumbrance or
      restriction on the ability of any Subsidiary (other than a Special Purpose
      Subsidiary in connection with a Permitted Securitization) to (i) pay
      dividends or make other distributions to the Company or any other Subsidiary,
      or
      pay any Debt owed to the Company or any other Subsidiary, (ii) make loans
      or advances to any Affiliated Party or (iii) transfer any of its assets or
      properties to any Affiliated Party, other than (A) customary restrictions
      and conditions contained in agreements relating to the sale of all or a
      substantial part of the assets of any Subsidiary pending such sale, provided
      that such restrictions and conditions apply only to the Subsidiary to be sold
      and such sale is permitted hereunder, (B) restrictions or conditions
      imposed by any agreement relating to purchase money Debt, Capital Leases, Junior
      Capital and other Debt permitted by this Agreement, (C) customary
      provisions in leases and other contracts restricting the assignment thereof,
      (D) Liens securing Debt otherwise permitted to be incurred under the
      provisions of Section 11.2 hereof that limit the right of the debtor to dispose
      of the assets subject to such Liens, (E) provisions with respect to the
      disposition or distribution of assets or property in joint venture agreements,
      asset sale agreements, stock sale agreements and other similar agreements
      entered into in the ordinary course of business and (F) restrictions on
      deposits (to the extent permitted hereunder) imposed by customers under
      contracts entered into in the ordinary course of business.

     

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    11.8  Business
      Activities; Issuance of Equity.
      Not,
      and not permit any other Affiliated Party to, engage in any line of business
      other than the businesses engaged in on the date hereof and businesses
      reasonably related and incidental thereto; and not permit any Subsidiary to
      issue any Capital Securities other than any issuance by a Subsidiary to the
      Company or another Subsidiary in accordance with Section 11.4, except to the
      extent such issuance would fit within the basket set forth for asset sales
      pursuant to Section 11.5(c)(iii) of this Agreement.

    


    11.9  Investments.
      Not,
      and not permit any other Affiliated Party to, make or permit to exist any
      Investment in any other Person, except the following:

    


    (a)  Investments
      by (i) the Company or any of its domestic Subsidiaries in any of the
      Company’s foreign Subsidiaries, provided that the aggregate amount of such
      Investments shall not be in excess of an amount equal to twenty percent (20%)
      of
      Consolidated Net Worth as of the Company’s most recent Fiscal Year end, tested
      as of the date the applicable Investment is made, (ii) the Company in any
      of its domestic Subsidiaries or (iii) any Subsidiary in any of its domestic
      Subsidiaries;

    


    (b)  Investments
      constituting Debt permitted by Section
      11.1
      or
      Hedging Agreements permitted by Section
      11.3;

    


    (c)  contingent
      liabilities constituting Debt permitted by Section
      11.1
      or Liens
      permitted by Section
      11.2;

    


    (d)  Cash
      Equivalent Investments;

    


    (e)  bank
      deposits in the ordinary course of business and cash deposits with gas suppliers
      of the Company, provided that the obligation to post such cash deposits arises
      under gas contracts entered into by the Company in the ordinary course of
      business and the amount of gas purchased pursuant to such contracts does not
      exceed the greater of (i) the requirements established by the applicable
      regulatory authorities (as in effect from time to time) with jurisdiction over
      the Company or (ii) ten (10) billion cubic feet;

     

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    (f)  Investments
      in securities of account debtors received pursuant to any plan of reorganization
      or similar arrangement upon the bankruptcy or insolvency of such account
      debtors;

    


    (g)  Investments
      to consummate Acquisitions permitted by Section
      11.5;

    


    (h)  Investments
      listed on Schedule
      11.9
      as of
      the Closing Date;

    


    (i)  joint
      ventures that are principally engaged in Gas Related Businesses, provided
      however, that the aggregate amount invested in such joint ventures shall not
      exceed an amount equal to twenty percent (20%) of Consolidated Net Worth as
      of
      the Company’s most recent Fiscal Year end, tested as of the date the applicable
      investment is made;

    


    (j)  any
      Investment in a Subsidiary (including any Special Purpose Subsidiary) from
      and
      after the date hereof consisting of (i) a disposition of specific accounts
      receivable pursuant to a Permitted Securitization and the resultant Debt issued
      by a Special Purpose Subsidiary as part of such Permitted Securitization, in
      each case to the extent constituting an Investment, and (ii) the repurchase
      or
      replacement from and after the date hereof of accounts receivable pursuant
      to
      any representation and warranty or clean-up call provision included in a
      Permitted Securitization; and

    


    (k)  other
      Investments not set forth above which are not, in the aggregate, in excess
      of
      $5,000,000;

    


    provided
      that
      (x) any Investment which when made complies with the requirements of the
      definition of the term “Cash
      Equivalent Investment”
may
      continue to be held notwithstanding that such Investment if made thereafter
      would not comply with such requirements; (y) no Investment otherwise
      permitted by clause (b), (c), (g), (i)  or (j) shall be permitted to
      be made if, immediately before or after giving effect thereto, any Event of
      Default or Unmatured Event of Default exists; and (z) in valuing any Investment
      for the purpose of applying the limitations set forth in this Section
      11.9
      (except
      as otherwise expressly provided herein), such Investment shall be taken at
      the
      original cost thereof, without allowance for any subsequent write-offs or
      appreciation or depreciation, but less any amount repaid or recovered on account
      of capital or principal.

    


    11.10  Restriction
      of Amendments to Certain Documents.
      Not
      amend or otherwise modify, or waive any rights under, any document relating
      to
      the Junior Capital or any Permitted Securitization if, in any case, such
      amendment, modification or waiver could be adverse to the interests of the
      Lenders or would reasonably be expected to have a Material Adverse
      Effect.

    


    11.11  Fiscal
      Year.
      Not
      change its Fiscal Year or that of any Affiliated Party.

     

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    11.12  Financial
      Covenants.

    


    11.12.1  Minimum
      Interest Coverage Ratio.
      Not
      permit the Interest Coverage Ratio for any period of four consecutive Fiscal
      Quarters ending on the last day of a Fiscal Quarter to be less than as
      follows:

    


    
      	
              Period

            	
              Interest
                Coverage Ratio

            
	
              Each
                Fiscal Quarter through September 30, 2007

            	
              1.25
                to 1.00

            
	
              Each
                Fiscal Quarter thereafter

            	
              1.30
                to 1.00

            


    

     

    11.12.2  Maximum
      Leverage Ratio.
      Not
      permit, as of the last day of any Fiscal Quarter, the ratio of
      (a) Consolidated Adjusted Funded Debt to (b) Consolidated Adjusted
      Total Capitalization to be more than sixty-five percent (65%).

    


    11.12.3  Minimum
      Consolidated Net Worth.
      Not
      permit the Consolidated Net Worth, as of the last day of any Fiscal Quarter,
      to
      be less than an amount equal to (a) the Net Worth Base Amount, plus
      (b) the New Capital Adjustment through the date of
      determination.

    


    Net
      Worth Base Amount
      means
      $225,000,000 plus 50% of Consolidated Net Income (if positive) earned during
      each Fiscal Year, commencing with Fiscal Year 2005, provided, however, that
      for
      Fiscal Year 2005, Consolidated Net Income for purposes of this Section 11.12.3
      shall be calculated to include only the last three fiscal quarters of such
      Fiscal Year.

    


    11.13  Cancellation
      of Debt; More Favorable Terms.

    


    (a)  Not,
      and
      not permit any other Affiliated Party to, cancel any claim or debt owing to
      it
      (except from another Affiliated Party), except for reasonable consideration
      or
      in the ordinary course of business, and except for the cancellation of debts
      or
      claims not to exceed $10,000,000 in any Fiscal Year.

    


    (b)  Not
      enter
      into any amendment or other modification of the senior notes set forth on
Schedule
      11.1
      or any
      additional senior notes issued on a pari
      passu
      basis
      with the Obligations from time to time or any related loan documentation for
      such senior notes or any refinancing of such senior notes if such amendment
      or
      modification shall include, or be issued pursuant to any amendment or other
      agreement which includes, (i) financial covenants (other than
      incurrence-type covenants which permit the Affiliated Parties to take specified
      actions only if certain financial tests are met) or event of default provisions
      (other than any event of default provisions which are comparable to Sections
      13.1.1,
      13.1.4
      and
13.1.5
      hereof)
      which are more restrictive than or substantially different from the financial
      covenants and default provisions set forth in this Agreement unless, prior
      to
      entering into any such amendment, the Company notifies the Administrative Agent
      and the Lenders of its intent to enter into any such amendment and, if the
      Required Lenders determine that some or all of the financial covenants or
      default provisions set forth in such amendment are more favorable to the lender
      thereunder than the covenants or default provisions set forth in this Agreement
      (“More
      Favorable Terms”),
      and
      that the Required Lenders desire that this Agreement be further amended to
      incorporate the More Favorable Terms, the Company shall, within thirty days
      following receipt from Administrative Agent of notice that the Required Lenders
      have made the foregoing determination, enter into an amendment to this Agreement
      incorporating, on terms and conditions acceptable to the Required Lenders,
      the
      More Favorable Terms, or (ii) a covenant or agreement requiring any of the
      Subsidiaries of the Company to guaranty the senior notes described above or
      any
      refinancing of such senior notes, unless prior to or simultaneously with the
      grant of such guaranty, such Subsidiaries shall execute and deliver a Guaranty
      for the benefit of the Administrative Agent and the Lenders, together with
      such
      resolutions, opinions, certificates and other documents as the Administrative
      Agent may reasonably request, each in form and substance reasonably acceptable
      to the Administrative Agent.

     

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      	SECTION
              12.  	
              CONDITIONS
                OF LENDING.

            


    

    


    12.1  Conditions
      to Effectiveness.
      The
      effectiveness of this Agreement is subject to the conditions precedent that
      the
      Administrative Agent shall have received all of the following, each duly
      executed by the appropriate Person, dated the Closing Date (or such earlier
      date
      as shall be satisfactory to the Administrative Agent) and in form and substance
      satisfactory to the Administrative Agent (and the date on which all such
      conditions precedent have been satisfied or waived in writing by the
      Administrative Agent and the Lenders is called the “Closing
      Date”):

    


    12.1.1  Notes.
      A Note
      for each Lender.

    


    12.1.2  Authorization
      Documents.
      For
      each Affiliated Party executing and delivering Loan Documents, such Person’s
      (a) charter (or similar formation document), certified by the appropriate
      governmental authority; (b) good standing certificates in its state of
      incorporation (or formation) and in each other state in which it is qualified
      as
      a foreign corporation and which is requested by the Administrative Agent;
      (c) bylaws (or similar governing document); (d) resolutions of its
      board of directors (or similar governing body) approving and authorizing such
      Person’s execution, delivery and performance of the Loan Documents to which it
      is party and the transactions contemplated thereby; and (e) signature and
      incumbency certificates of its officers executing any of the Loan Documents
      (it
      being understood that the Administrative Agent and each Lender may conclusively
      rely on each such certificate until formally advised by a like certificate
      of
      any changes therein), all certified by such Person’s secretary or an assistant
      secretary (or similar officer) as being in full force and effect without
      modification.

    


    12.1.3  Consents,
      etc.
      Certified copies of all documents evidencing any necessary corporate or
      partnership action, consents and governmental approvals (if any) required for
      the execution, delivery and performance by the Affiliated Parties of the
      documents referred to in this Section 12.

    


    12.1.4  Opinions
      of Counsel.
      Opinions of counsel for each Affiliated Party party to the Loan
      Documents.

     

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    12.1.5  Payment
      of Fees.
      Evidence of payment by the Company of all accrued and unpaid fees, costs and
      expenses of the Administrative Agent, to the extent then due and payable,
      including all Attorney Costs of the Administrative Agent to the extent
      invoiced prior to the Closing Date, plus such additional amounts of Attorney
      Costs as shall constitute the Administrative Agent’s reasonable estimate of
      Attorney Costs incurred or to be incurred by the Administrative Agent through
      the funding proceedings (provided that such estimate shall not thereafter
      preclude final settling of accounts between the Company and the Administrative
      Agent).

    


    12.1.6  Income
      Statements, Balance Sheets and Cash Flow Statements.
      Projected income statements, balance sheets and cash flow statements prepared
      by
      the Company and giving effect to the transactions contemplated by this Agreement
      and the use of proceeds therefrom, in each case in form and substance acceptable
      to the Administrative Agent.

    


    12.1.7  Financial
      Statements.
      Audited
      Consolidated financial statements for the Company and its Subsidiaries for
      Fiscal Years 2003, 2004 and 2005 and unaudited interim Consolidated financial
      statements for the Company and its Subsidiaries for the Fiscal Quarters ended
      on
      March 31, 2006 and June 30, 2006, in each case in form and substance acceptable
      to the Administrative Agent.

    


    12.1.8  Search
      Results; Lien Terminations.
      Certified copies of Uniform Commercial Code search reports from the Secretary
      of
      State of Michigan dated a date reasonably near to the Closing Date, listing
      all
      effective financing statements which name the Company (under its present name)
      as debtor, together with (a) copies of such financing statements, and
      (b) such Uniform Commercial Code termination statements as the
      Administrative Agent may reasonably request with respect to Liens other than
      Permitted Liens.

    


    12.1.9  Closing
      Certificate.
      A
      certificate executed by a Senior Officer on behalf of the Company certifying
      as
      to the matters set forth in Sections 12.2.3(a) and (b).

    


    12.1.10  Other.
      Such
      other documents as the Administrative Agent or any Lender may reasonably
      request.

    


    12.2  Conditions
      to Funding.
      The
      obligation of each Lender to make its Loan on the Funding Date is subject to
      the
      further conditions precedent that (a) the Closing Date shall have occurred,
      (b)
      the statements set forth in Sections 12.2.3(a) and (b) shall be true and correct
      on the Funding Date, both before and after giving effect to the making of the
      Loans, and (c) the Administrative Agent shall have received the following,
      each
      duly executed by the appropriate Person, dated the date specified below and
      otherwise in form and substance satisfactory to the Administrative Agent (and
      the date on which all such conditions precedent have been satisfied or waived
      in
      writing by the Administrative Agent and the Lenders is called the “Funding
      Date”):

    


    12.2.1  Notice
      of Borrowing.
      A
      Notice of Borrowing dated and otherwise in accordance with Section
      2.2.2.

     

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    12.2.2  Letter
      of Direction.
      A
      letter of direction containing funds-flow information with respect to the
      proceeds of the Loans on the Funding Date.

    


    12.2.3  Certificate.
      A
      certificate dated the Funding Date executed by a Senior Officer on behalf of
      the
      Company certifying that, both before and after giving effect to the making
      of
      the Loans, the following statements shall be true and correct (it being
      understood that the request by the Company for the making of the Loans shall
      be
      deemed to constitute a representation and warranty by the Company that the
      conditions precedent set forth in this Section 12.2.3 will be satisfied at
      the
      time of the making of the Loans), together with such other documents as the
      Administrative Agent or any Lender may reasonably request in support
      thereof:

    


    (a)  the
      representations and warranties of each Affiliated Party set forth in this
      Agreement and the other Loan Documents are true and correct in all respects
      with
      the same effect as if made on the Funding Date (except to the extent stated
      to
      relate to a specific earlier date, in which case such representations and
      warranties shall be true and correct as of such earlier date) and except for
      changes therein occurring in the ordinary course of business and which do not
      violate this Agreement; and

    


    (b)  no
      Event
      of Default or Unmatured Event of Default has occurred and is
      continuing.

    


    


    
      	SECTION
              13.  	
              EVENTS
                OF DEFAULT AND THEIR EFFECT.

            


    

    


    13.1  Events
      of Default.
      Each of
      the following shall constitute an Event of Default under this
      Agreement:

    


    13.1.1  Non-Payment
      of the Loans, etc.
      Default
      in the payment when due of the principal of any Loan; or default, and
      continuance thereof for five days, in the payment when due of any interest,
      fee
      or other amount payable by the Company hereunder or under any other Loan
      Document.

    


    13.1.2  Default
      on
      Other
      Debt.
      Any
      default shall occur under the terms applicable to any Debt of any Affiliated
      Party (other than the Obligations) in an aggregate amount (for all such Debt
      so
      affected and including undrawn committed or available amounts and amounts owing
      to all creditors under any combined or syndicated credit arrangement) exceeding
      $10,000,000 and shall continue beyond any applicable notice, grace or cure
      period, and such default shall (a) consist of the failure to pay such Debt
      when due, whether by acceleration or otherwise, or (b) accelerate the
      maturity of such Debt or permit the holder or holders thereof, or any trustee
      or
      agent for such holder or holders, to cause such Debt to become due and payable
      (or require any Affiliated Party to purchase or redeem such Debt or post cash
      collateral in respect thereof) prior to its expressed maturity.

    


    13.1.3  Bankruptcy,
      Insolvency, etc.
      Any
      Affiliated Party becomes insolvent or generally fails to pay, or admits in
      writing its inability or refusal to pay, debts as they become due; or any
      Affiliated Party applies for, consents to, or acquiesces in the appointment
      of a
      trustee, receiver or other custodian for such Affiliated Party or any property
      thereof, or makes a general assignment for the benefit of creditors; or, in
      the
      absence of such application, consent or acquiescence, a trustee, receiver or
      other custodian is appointed for any Affiliated Party or for a substantial
      part
      of the property of any thereof and is not discharged within 60 days; or any
      bankruptcy, reorganization, debt arrangement, or other case or proceeding under
      any bankruptcy or insolvency law, or any dissolution or liquidation proceeding,
      is commenced in respect of any Affiliated Party, and if such case or proceeding
      is not commenced by such Affiliated Party, it is consented to or acquiesced
      in
      by such Affiliated Party, or remains for 60 days undismissed; or any Affiliated
      Party takes any action to authorize, or in furtherance of, any of the
      foregoing.

     

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    13.1.4  Non-Compliance
      with
      Loan
      Documents.
      (a) Failure by any Affiliated Party to comply with or to perform any
      covenant set forth in Section 10.1.5, 10.5 or 10.9 or Section 11; or
      (b) failure by any Affiliated Party to comply with or to perform any other
      provision of this Agreement or any other Loan Document (and not constituting
      an
      Event of Default under any other provision of this Section 13) and continuance
      of such failure described in this clause (b)  for 30 days following the
      earlier to occur of (i) the obtaining of actual knowledge by the Company or
      any Subsidiary of such default or (ii) the receipt of written notice by any
      senior officer of the Company of such default; provided, in each case that
      an
      Event of Default arising from a breach of any of Sections 10.1.1 through 10.1.4
      or 10.1.9 shall be deemed to have been cured upon delivery of the required
      item;
      and provided, further, that the Event of Default arising solely due to a breach
      of Section 10.1.5(a) shall be deemed cured upon the earlier of (A) the
      giving of notice as required by that Section and (B) the date upon which
      the Event of Default or Unmatured Event of Default giving rise to the notice
      obligation has been cured or waived.

    


    13.1.5  Representations;
      Warranties.
      Any
      representation or warranty made by any Affiliated Party herein or in any other
      Loan Document is breached or is false or misleading in any material respect,
      or
      any schedule, certificate, financial statement, report, notice or other writing
      furnished by any Affiliated Party to the Administrative Agent or any Lender
      in
      connection herewith is false or misleading in any material respect on the date
      as of which the facts therein set forth are stated or certified.

    


    13.1.6  Pension
      Plans.
      (a) Any Person institutes steps to terminate a Pension Plan if as a result
      of such termination the Company or any member of the Controlled Group could
      be
      required to make a contribution to such Pension Plan, or could incur a liability
      or obligation to such Pension Plan, in excess of $5,000,000; (b) a
      contribution failure occurs with respect to any Pension Plan sufficient to
      give
      rise to a Lien under Section 302(f) of ERISA; or (c) there shall occur any
      withdrawal or partial withdrawal from a Multiemployer Pension Plan and the
      withdrawal liability (without unaccrued interest) to Multiemployer Pension
      Plans
      as a result of such withdrawal (including any outstanding withdrawal liability
      that the Company or any member of the Controlled Group has incurred on the
      date
      of such withdrawal) exceeds $5,000,000.

    


    13.1.7  Judgments.
      One or
      more final judgments which exceed an aggregate of $5,000,000 shall be rendered
      against any Affiliated Party and shall not have been paid, discharged or vacated
      or had execution thereof stayed pending appeal within 30 days after entry or
      filing of such judgment(s).

     

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    13.1.8  Invalidity
      of Subordination Provisions, etc.
      (a) Any subordination provision in any document or instrument governing
      Subordinated Debt aggregating $5,000,000 or more, or any subordination provision
      in any guaranty by any Subsidiary of any Subordinated Debt aggregating
      $5,000,000 or more, shall cease to be in full force and effect, or (b) any
      Affiliated Party or any other Person (including the holder of any applicable
      Subordinated Debt) shall contest in any manner the validity, binding nature
      or
      enforceability of any such provision.

    


    13.1.9  Change
      of Control.
      (a) Any
      Person or group of Persons (within the meaning of Section 13 or 14 of the
      Securities Exchange Act of 1934) shall acquire beneficial ownership (within
      the
      meaning of Rule 13d-3 promulgated under such Act) of more than 35% of the
      outstanding securities (on a fully diluted basis and taking into account any
      securities or contract rights exercisable, exchangeable or convertible into
      equity securities) of the Company having voting rights in the election of
      directors under normal circumstances; (b) a majority of the members of the
      Board of Directors of the Company shall cease to be Continuing Members;
      (c) any “change of control” shall occur under any documents or agreements
      relating to the Junior Capital; or (d) the Company shall no longer hold,
      either directly or indirectly, 100% of the Capital Securities of any Guarantor.
      For purposes of the foregoing clause (b), “Continuing
      Member”
means
      a
      member of the Board of Directors of the Company who either (i) was a member
      of the Company’s Board of Directors on September 14, 2005 and has been such
      continuously thereafter or (ii) became a member of such Board of Directors
      after September 14, 2005 and whose election or nomination for election was
      approved by a vote of the majority of the Continuing Members then members of
      the
      Company’s Board of Directors.

    


    13.2  Effect
      of Event of Default.
      If any
      Event of Default described in Section 13.1.3 shall occur in respect of the
      Company, the Commitments shall immediately terminate (if not previously
      terminated) and all Obligations hereunder shall become immediately due and
      payable, all without presentment, demand, protest or notice of any kind; and,
      if
      any other Event of Default shall occur and be continuing, the Administrative
      Agent may (and, upon the written request of the Required Lenders shall) declare
      the Commitments to be terminated in whole or in part and/or declare all or
      any
      part of the Obligations to be due and payable, whereupon the Commitments shall
      immediately terminate (or be reduced, as applicable) and/or the Obligations
      hereunder shall become immediately due and payable (in whole or in part, as
      applicable), all without presentment, demand, protest or notice of any
      kind.

    


    


    
      	SECTION
              14.  	
              THE
                ADMINISTRATIVE AGENT.

            


    

    


    14.1  Appointment
      and Authorization.
      Each
      Lender hereby irrevocably (subject to Section 14.9) appoints, designates and
      authorizes the Administrative Agent to take such action on its behalf under
      the
      provisions of this Agreement and each other Loan Document and to exercise such
      powers and perform such duties as are expressly delegated to it by the terms
      of
      this Agreement or any other Loan Document, together with such powers as are
      reasonably incidental thereto. Notwithstanding any provision to the contrary
      contained elsewhere in this Agreement or in any other Loan Document, the
      Administrative Agent shall not have any duty or responsibility except those
      expressly set forth herein, nor shall the Administrative Agent have or be deemed
      to have any fiduciary relationship with any Lender or participant, and no
      implied covenants, functions, responsibilities, duties, obligations or
      liabilities shall be read into this Agreement or any other Loan Document or
      otherwise exist against the Administrative Agent. Without limiting the
      generality of the foregoing sentence, the use of the term “agent” herein and in
      other Loan Documents with reference to the Administrative Agent is not intended
      to connote any fiduciary or other implied (or express) obligations arising
      under
      agency doctrine of any applicable law. Instead, such term is used merely as
      a
      matter of market custom, and is intended to create or reflect only an
      administrative relationship between independent contracting
      parties.

     

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    14.2  Delegation
      of Duties.
      The
      Administrative Agent may execute any of its duties under this Agreement or
      any
      other Loan Document by or through agents, employees or attorneys-in-fact and
      shall be entitled to advice of counsel and other consultants or experts
      concerning all matters pertaining to such duties. The Administrative Agent
      shall
      not be responsible for the negligence or misconduct of any agent or
      attorney-in-fact that it selects in the absence of gross negligence or willful
      misconduct.

    


    14.3  Exculpation
      of Administrative Agent.
      Neither
      the Administrative Agent nor any of its directors, officers, employees or agents
      shall (a) be liable for any action taken or omitted to be taken by any of
      them under or in connection with this Agreement or any other Loan Document
      or
      the transactions contemplated hereby (except to the extent resulting from its
      own gross negligence or willful misconduct in connection with its duties
      expressly set forth herein as determined by a final, nonappealable judgment
      by a
      court of competent jurisdiction), or (b) be responsible in any manner to
      any Lender or participant for any recital, statement, representation or warranty
      made by any Affiliated Party or any Affiliate of the Company, or any officer
      thereof, contained in this Agreement or in any other Loan Document, or in any
      certificate, report, statement or other document referred to or provided for
      in,
      or received by the Administrative Agent under or in connection with, this
      Agreement or any other Loan Document, or the validity, effectiveness,
      genuineness, enforceability or sufficiency of this Agreement or any other Loan
      Document (or the creation, perfection or priority of any Lien or security
      interest therein), or for any failure of the Company or any other party to
      any
      Loan Document to perform its Obligations hereunder or thereunder. The
      Administrative Agent shall not be under any obligation to any Lender to
      ascertain or to inquire as to the observance or performance of any of the
      agreements contained in, or conditions of, this Agreement or any other Loan
      Document, or to inspect the properties, books or records of the Company or
      any
      of the Company’s Subsidiaries or Affiliates.

    


    14.4  Reliance
      by Administrative Agent.
      The
      Administrative Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any writing, communication, signature, resolution, representation,
      notice, consent, certificate, electronic mail message, affidavit, letter,
      telegram, facsimile, telex or telephone message, statement or other document
      or
      conversation believed by it to be genuine and correct and to have been signed,
      sent or made by the proper Person or Persons, and upon advice and statements
      of
      legal counsel (including counsel to the Company), independent accountants and
      other experts selected by the Administrative Agent. The Administrative Agent
      shall be fully justified in failing or refusing to take any action under this
      Agreement or any other Loan Document unless it shall first receive such advice
      or concurrence of the Required Lenders (or all Lenders if such action
      specifically requires the approval of all Lenders under this Agreement) as
      it
      deems appropriate and, if it so requests, confirmation from the Lenders of
      their
      obligation to indemnify the Administrative Agent against any and all liability
      and expense which may be incurred by it by reason of taking or continuing to
      take any such action. The Administrative Agent shall in all cases be fully
      protected in acting, or in refraining from acting, under this Agreement or
      any
      other Loan Document in accordance with a request or consent of the Required
      Lenders (or all Lenders if such action specifically requires the approval of
      all
      Lenders under this Agreement), and such request and any action taken or failure
      to act pursuant thereto shall be binding upon each Lender. For purposes of
      determining compliance with the conditions specified in Section 12.1, each
      Lender that has signed this Agreement shall be deemed to have consented to,
      approved or accepted, or to be satisfied with, each document or other matter
      required thereunder to be consented to or approved by, or acceptable or
      satisfactory to, a Lender unless the Administrative Agent shall have received
      written notice from such Lender prior to the proposed Closing Date specifying
      its objection thereto.

     

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    14.5  Notice
      of Default.
      The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Event of Default or Unmatured Event of Default, except
      defaults in the payment of principal, interest and fees required to be paid
      to
      the Administrative Agent for the account of the Lenders, unless the
      Administrative Agent shall have received written notice from a Lender or the
      Company referring to this Agreement, describing such Event of Default or
      Unmatured Event of Default and stating that such notice is a “notice of
      default.” The Administrative Agent will notify the Lenders of its receipt of any
      such notice. The Administrative Agent shall take such action with respect to
      such Event of Default or Unmatured Event of Default as may be requested by
      the
      Required Lenders in accordance with Section 13; provided that unless and until
      the Administrative Agent has received any such request, the Administrative
      Agent
      may (but shall not be obligated to) take such action, or refrain from taking
      such action, with respect to such Event of Default or Unmatured Event of Default
      as it shall deem advisable or in the best interest of the Lenders.

    


    14.6  Credit
      Decision.
      Each
      Lender acknowledges that the Administrative Agent has not made any
      representation or warranty to it, and that no act by the Administrative Agent
      hereafter taken, including any consent and acceptance of any assignment or
      any
      review of the affairs of the Affiliated Parties, shall be deemed to constitute
      any representation or warranty by the Administrative Agent to any Lender as
      to
      any matter, including whether the Administrative Agent has disclosed material
      information in its possession. Each Lender represents to the Administrative
      Agent that it has, independently and without reliance upon the Administrative
      Agent and based on such documents and information as it has deemed appropriate,
      made its own appraisal of and investigation into the business, prospects,
      operations, property, financial and other condition and creditworthiness of
      the
      Affiliated Parties, and made its own decision to enter into this Agreement
      and
      to extend credit to the Company hereunder. Each Lender also represents that
      it
      will, independently and without reliance upon the Administrative Agent and
      based
      on such documents and information as it shall deem appropriate at the time,
      continue to make its own credit analysis, appraisals and decisions in taking
      or
      not taking action under this Agreement and the other Loan Documents, and to
      make
      such investigations as it deems necessary to inform itself as to the business,
      prospects, operations, property, financial and other condition and
      creditworthiness of the Company. Except for notices, reports and other documents
      expressly herein required to be furnished to the Lenders by the Administrative
      Agent, the Administrative Agent shall not have any duty or responsibility to
      provide any Lender with any credit or other information concerning the business,
      prospects, operations, property, financial or other condition or
      creditworthiness of the Company which may come into the possession of the
      Administrative Agent.

     

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    14.7  Indemnification.
      Whether
      or not the transactions contemplated hereby are consummated, each Lender shall
      indemnify upon demand the Administrative Agent and its directors, officers,
      employees and agents (to the extent not reimbursed by or on behalf of the
      Company and without limiting the obligation of the Company to do so), according
      to its applicable Pro Rata Share, from and against any and all Indemnified
      Liabilities (as hereinafter defined); provided that no Lender shall be liable
      for any payment to any such Person of any portion of the Indemnified Liabilities
      to the extent determined by a final, nonappealable judgment by a court of
      competent jurisdiction to have resulted from the applicable Person’s own gross
      negligence or willful misconduct. No action taken in accordance with the
      directions of the Required Lenders (or all Lenders for actions specifically
      requiring the consent of all Lenders under this Agreement) shall be deemed
      to
      constitute gross negligence or willful misconduct for purposes of this Section.
      Without limitation of the foregoing, each Lender shall reimburse the
      Administrative Agent upon demand for its ratable share of any costs or
      out-of-pocket expenses (including Attorney Costs and Taxes) incurred by the
      Administrative Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through
      negotiations, legal proceedings or otherwise) of, or legal advice in respect
      of
      rights or responsibilities under, this Agreement, any other Loan Document,
      or
      any document contemplated by or referred to herein, to the extent that the
      Administrative Agent is not reimbursed for such expenses by or on behalf of
      the
      Company. The undertaking in this Section shall survive repayment of the Loans,
      cancellation of the Notes, termination of this Agreement and the resignation
      or
      replacement of the Administrative Agent.

    


    14.8  Administrative
      Agent in Individual Capacity.
      UBOC
      and its Affiliates may make loans to, issue letters of credit for the account
      of, accept deposits from, acquire equity interests in and generally engage
      in
      any kind of banking, trust, financial advisory, underwriting or other business
      with the Affiliated Parties and Affiliates as though UBOC were not the
      Administrative Agent hereunder and without notice to or consent of any Lender.
      Each Lender acknowledges that, pursuant to such activities, UBOC or its
      Affiliates may receive information regarding the Company or its Affiliates
      (including information that may be subject to confidentiality obligations in
      favor of the Company or such Affiliate) and acknowledges that the Administrative
      Agent shall be under no obligation to provide such information to the Lenders.
      With respect to their Loans (if any), UBOC and its Affiliates shall have the
      same rights and powers under this Agreement as any other Lender and may exercise
      the same as though UBOC were not the Administrative Agent, and the terms
“Lender” and “Lenders” include UBOC and its Affiliates, to the extent
      applicable, in their individual capacities.

    


    14.9  Successor
      Administrative Agent.
      The
      Administrative Agent may resign as Administrative Agent upon 30 days’ notice to
      the Lenders. If the Administrative Agent resigns under this Agreement, the
      Required Lenders shall, with (so long as no Event of Default exists) the consent
      of the Company (which shall not be unreasonably withheld or delayed), appoint
      from among the Lenders a successor agent for the Lenders. If no successor agent
      is appointed prior to the effective date of the resignation of the
      Administrative Agent, the Administrative Agent may appoint, after consulting
      with the Lenders and the Company, a successor agent from among the Lenders.
      Upon
      the acceptance of its appointment as successor agent hereunder, such successor
      agent shall succeed to all the rights, powers and duties of the retiring
      Administrative Agent and the term “Administrative Agent” shall mean such
      successor agent, and the retiring Administrative Agent’s appointment, powers and
      duties as Administrative Agent shall be terminated. After any retiring
      Administrative Agent’s resignation hereunder as Administrative Agent, the
      provisions of this Section 14 and Sections 15.5 and 15.16 shall inure to its
      benefit as to any actions taken or omitted to be taken by it while it was
      Administrative Agent under this Agreement. If no successor agent has accepted
      appointment as Administrative Agent by the date which is 30 days following
      a
      retiring Administrative Agent’s notice of resignation, the retiring
      Administrative Agent’s resignation shall nevertheless thereupon become effective
      and the Lenders shall perform all of the duties of the Administrative Agent
      hereunder until such time, if any, as the Required Lenders appoint a successor
      agent as provided for above.

     

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    14.10  Administrative
      Agent May File Proofs of Claim.
      In case
      of the pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to any Affiliated Party, the Administrative Agent
      (irrespective of whether the principal of any Loan shall then be due and payable
      as herein expressed or by declaration or otherwise and irrespective of whether
      the Administrative Agent shall have made any demand on the Company) shall be
      entitled and empowered, by intervention in such proceeding or
      otherwise:

    


    (a)  to
      file
      and prove a claim for the whole amount of the principal and interest owing
      and
      unpaid in respect of the Loans, and all other Obligations that are owing and
      unpaid and to file such other documents as may be necessary or advisable in
      order to have the claims of the Lenders and the Administrative Agent (including
      any claim for the reasonable compensation, expenses, disbursements and advances
      of the Lenders and the Administrative Agent and their respective agents and
      counsel and all other amounts due the Lenders and the Administrative Agent
      under
Sections
      5,
      15.5
      and
15.16)
      allowed
      in such judicial proceedings; and

    


    (b)  to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;

    


    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender to make such payments to the Administrative Agent and, in the event
      that
      the Administrative Agent shall consent to the making of such payments directly
      to the Lenders, to pay to the Administrative Agent any amount due for the
      reasonable compensation, expenses, disbursements and advances of the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under Sections 5,
      15.5
      and
15.16.

    


    Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Obligations
      or the rights of any Lender or to authorize the Administrative Agent to vote
      in
      respect of the claim of any Lender in any such proceeding.

     

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      	SECTION
              15.  	
              GENERAL.

            


    

    


    15.1  Waiver;
      Amendments.
      No
      delay on the part of the Administrative Agent or any Lender in the exercise
      of
      any right, power or remedy shall operate as a waiver thereof, nor shall any
      single or partial exercise by any of them of any right, power or remedy preclude
      other or further exercise thereof, or the exercise of any other right, power
      or
      remedy. No amendment, other modification or waiver of, or consent with respect
      to, any provision of this Agreement or any other Loan Document shall in any
      event be effective unless the same shall be in writing and acknowledged by
      Lenders having aggregate Pro Rata Shares of not less than the aggregate Pro
      Rata
      Shares expressly designated herein with respect thereto or, in the absence
      of
      such designation as to any provision of this Agreement, by the Required Lenders,
      and then any such amendment, modification, waiver or consent shall be effective
      only in the specific instance and for the specific purpose for which given.
      No
      amendment, modification, waiver or consent shall (a) extend or increase the
      Commitment of any Lender without the written consent of such Lender,
      (b) extend the date scheduled for payment of any principal of or interest
      on the Loans or any fees payable hereunder without the written consent of each
      Lender directly affected thereby, (c) reduce the principal amount of any
      Loan, the rate of interest thereon or any fees payable hereunder, without the
      consent of each Lender directly affected thereby, or (d) release any party
      from its obligations under a Guaranty (except in connection with the permitted
      sale of the applicable Guarantor, in which case the Administrative Agent may
      release the applicable Guarantor), change the definition of Required Lenders,
      change any provision of this Section 15.1 or reduce the aggregate Pro Rata
      Share
      required to effect an amendment, other modification, waiver or consent, without,
      in each case, the written consent of all Lenders. No provision of Section 14
      or
      any other provision of this Agreement affecting the Administrative Agent in
      its
      capacity as such shall be amended, modified or waived without the consent of
      the
      Administrative Agent.

    


    15.2  Confirmations.
      The
      Company and each holder of a Note agree from time to time, upon written request
      received by it from the other, to confirm to the other in writing (with a copy
      of each such confirmation to the Administrative Agent) the aggregate unpaid
      principal amount of the Loans then outstanding under such Note.

    


    15.3  Notices.
      Except
      as otherwise provided in Section 2.2.3, all notices hereunder shall be in
      writing (including facsimile transmission) and shall be sent to the applicable
      party at its address shown on Annex B or at such other address as such
      party may, by written notice received by the other parties, have designated
      as
      its address for such purpose. Notices sent by facsimile transmission shall
      be
      deemed to have been given when sent; notices sent by mail shall be deemed to
      have been given three Business Days after the date when sent by registered
      or
      certified mail, postage prepaid; and notices sent by hand delivery or overnight
      courier service shall be deemed to have been given when received. For purposes
      of Section 2.2.3, the Administrative Agent shall be entitled to rely on
      telephonic instructions from any Person that the Administrative Agent in good
      faith believes is an authorized officer or employee of the Company, and the
      Company shall hold the Administrative Agent and each other Lender harmless
      from
      any loss, cost or expense resulting from any such reliance.

     

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    15.4  Computations.
      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 purpose of this Agreement, such
      determination or calculation shall, to the extent applicable and except as
      otherwise specified in this Agreement, be made in accordance with GAAP,
      consistently applied; provided that if the Company notifies the Administrative
      Agent that the Company wishes to amend any covenant in Section 10 or 11 (or
      any related definition) to eliminate or to take into account the effect of
      any
      change in GAAP on the operation of such covenant (or if the Administrative
      Agent
      notifies the Company that the Required Lenders wish to amend Section 10 or
      11 (or any related definition) for such purpose), then the Company’s compliance
      with such covenant shall be determined on the basis of GAAP in effect
      immediately before the relevant change in GAAP became effective, until either
      such notice is withdrawn or such covenant (or related definition) is amended
      in
      a manner satisfactory to the Company and the Required Lenders.

    


    15.5  Costs,
      Expenses and Taxes.
      The
      Company agrees to pay on demand all reasonable and documented out-of-pocket
      costs and expenses of the Administrative Agent (including Attorney Costs and
      any
      Taxes) in connection with the preparation, execution, syndication, delivery
      and
      administration (including the costs of Intralinks (or other similar service),
      if
      applicable) of this Agreement, the other Loan Documents and all other documents
      provided for herein or delivered or to be delivered hereunder or in connection
      herewith (including any amendment, supplement or waiver to any Loan Document),
      whether or not the transactions contemplated hereby or thereby shall be
      consummated, and all reasonable out-of-pocket costs and expenses (including
      Attorney Costs and any Taxes) incurred by the Administrative Agent and each
      Lender after an Event of Default in connection with the collection of the
      Obligations or the enforcement of this Agreement the other Loan Documents or
      any
      such other documents or during any workout, restructuring or negotiations in
      respect thereof. In addition, the Company agrees to pay, and to save the
      Administrative Agent and the Lenders harmless from all liability for, any fees
      of the Company’s auditors in connection with any reasonable exercise by the
      Administrative Agent and the Lenders of their rights pursuant to Section 10.2.
      All Obligations provided for in this Section 15.5 shall survive repayment of
      the
      Loans, cancellation of the Notes and termination of this Agreement.

    


    15.6  Assignments;
      Participations.

    


    15.6.1  Assignments.

    


    (a)  Any
      Lender may at any time assign to one or more Persons (any such Person, an
“Assignee”)
      all or
      any portion of such Lender’s Commitment or Loans, with the prior written consent
      of the Administrative Agent and, so long as no Event of Default exists, the
      Company (which consents shall not be unreasonably withheld or delayed and shall
      not be required for an assignment by a Lender to a Lender or an Affiliate of
      a
      Lender). Except as the Administrative Agent may otherwise agree, any such
      assignment shall be in a minimum aggregate amount equal to $5,000,000 or, if
      less, the remaining Commitment or Loans held by the assigning Lender. The
      Company and the Administrative Agent shall be entitled to continue to deal
      solely and directly with such Lender in connection with the interests so
      assigned to an Assignee until the Administrative Agent shall have received
      and
      accepted an effective assignment agreement in substantially the form of
Exhibit C
      hereto
      (an “Assignment
      Agreement”)
      executed, delivered and fully completed by the applicable parties thereto and
      a
      processing fee of $3,500. No assignment may be made to any Person if at the
      time
      of such assignment the Company would be obligated to pay any greater amount
      under Section
      7.6
      or
8
      to the
      Assignee than the Company is then obligated to pay to the assigning Lender
      under
      such Sections (and if any assignment is made in violation of the foregoing,
      the
      Company will not be required to pay such greater amount). Any attempted
      assignment not made in accordance with this Section
      15.6.1
      shall be
      treated as the sale of a participation under Section
      15.6.2.

     

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    (b)  From
      and
      after the date on which the conditions described above have been met with
      respect to an Assignee, (i) such Assignee shall be deemed automatically to
      have become a party hereto and, to the extent that rights and obligations
      hereunder have been assigned to such Assignee pursuant to the applicable
      Assignment Agreement, shall have the rights and obligations of a Lender
      hereunder and (ii) the assigning Lender, to the extent that rights and
      obligations hereunder have been assigned by it pursuant to such Assignment
      Agreement, shall be released from its rights (other than its indemnification
      rights) and obligations hereunder. Upon the request of the Assignee (and, as
      applicable, the assigning Lender) pursuant to an effective Assignment Agreement,
      the Company shall execute and deliver to the Administrative Agent for delivery
      to the Assignee (and, as applicable, the assigning Lender) a Note in the
      principal amount of the Assignee’s Loans or Pro Rata Share of the Total
      Commitment, as applicable (and, as applicable, a Note in the principal amount
      of
      the Loans or the Pro Rata Share of the Total Commitment, as applicable, retained
      by the assigning Lender). Each such Note shall be dated the effective date
      of
      such assignment. Upon receipt by the assigning Lender of such Note, the
      assigning Lender shall return to the Company any prior Note held by
      it.

    


    (c)  Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any pledge or assignment to secure obligations to a Federal Reserve
      Bank, and this Section shall not apply to any such pledge or assignment of
      a
      security interest; provided
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or assignee for
      such
      Lender as a party hereto.

    


    15.6.2  Participations.
      Any
      Lender may at any time sell to one or more Persons participating interests
      in
      its Commitment or Loans (any such Person, a “Participant”).
      In
      the event of a sale by a Lender of a participating interest to a Participant,
      (a) such Lender’s obligations hereunder shall remain unchanged for all
      purposes, (b) the Company and the Administrative Agent shall continue to
      deal solely and directly with such Lender in connection with such Lender’s
      rights and obligations hereunder and (c) all amounts payable by the Company
      shall be determined as if such Lender had not sold such participation and shall
      be paid directly to such Lender. No Participant other than an Affiliate of
      a
      Lender shall have any direct or indirect voting rights hereunder except with
      respect to any event described in Section 15.1 expressly requiring the unanimous
      vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees
      to incorporate the requirements of the preceding sentence into each
      participation agreement which such Lender enters into with any Participant
      which
      is not an Affiliate of a Lender. The Company agrees that if amounts outstanding
      under this Agreement are due and payable (as a result of acceleration or
      otherwise), each Participant shall be deemed to have the right of setoff in
      respect of its participating interest in amounts owing under this Agreement
      to
      the same extent as if the amount of its participating interest were owing
      directly to it as a Lender under this Agreement; provided that such right of
      setoff shall be subject to the obligation of each Participant to share with
      the
      Lenders, and the Lenders agree to share with each Participant, as provided
      in
      Section 7.5. The Company also agrees that each Participant shall be entitled
      to
      the benefits of Section 7.6 or 8 as if it were a Lender (provided that on the
      date of the participation no Participant shall be entitled to any greater
      compensation pursuant to Section 7.6 or 8 than would have been paid to the
      participating Lender on such date if no participation had been sold and that
      each Participant complies with Section 7.6(d) as if it were an
      Assignee).

     

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    15.7  Register.
      The
      Administrative Agent shall maintain a copy of each Assignment Agreement
      delivered and accepted by it and a register (the “Register”)
      for
      the recordation of names and addresses of the Lenders and the Commitment of
      each
      Lender from time to time and whether such Lender is the original Lender or
      the
      Assignee. No assignment shall be effective unless and until the related
      Assignment Agreement is accepted and registered in the Register. All records
      of
      transfer of a Lender’s interest in the Register shall be conclusive, absent
      manifest error, as to the ownership of the interests in the Loans. The
      Administrative Agent shall not incur any liability of any kind with respect
      to
      any Lender with respect to the maintenance of the Register.

    


    15.8  GOVERNING
      LAW.
      THIS
      AGREEMENT AND EACH NOTE SHALL BE CONTRACTS MADE UNDER AND GOVERNED BY THE
      INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO
      BE
      PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS
      PRINCIPLES.

    


    15.9  Confidentiality.
      The
      Administrative Agent and each Lender agree to use commercially reasonable
      efforts (equivalent to the efforts the Administrative Agent or such Lender
      applies to maintain the confidentiality of its own confidential information)
      to
      maintain as confidential all information provided to them by any Affiliated
      Party and designated as confidential, except that the Administrative Agent
      and
      each Lender may disclose such information (a) to Persons employed or
      engaged by the Administrative Agent or such Lender in evaluating, approving,
      structuring or administering the Loans and the Commitments, provided that such
      Persons are bound by, or agree in writing to be bound by, this Section 15.9
      or
      are otherwise required to maintain confidentiality as set forth herein;
      (b) to any assignee or participant or potential assignee or participant
      that has agreed to comply with the covenant contained in this Section 15.9
      (and
      any such assignee or participant or potential assignee or participant may
      disclose such information to Persons employed or engaged by them as described
      in
      clause (a) above); (c) as required or requested by any federal or
      state regulatory authority or examiner, or any insurance industry association,
      or as reasonably believed by the Administrative Agent or such Lender to be
      compelled by any court decree, subpoena or legal or administrative order or
      process; (d) as, on the advice of the Administrative Agent’s or such
      Lender’s counsel, is required by law; (e) in connection with the exercise
      of any right or remedy under the Loan Documents or in connection with any
      litigation to which the Administrative Agent or such Lender is a party;
      (f) to any nationally recognized rating agency that requires access to
      information about a Lender’s investment portfolio in connection with ratings
      issued with respect to such Lender; (g) to any Affiliate of the
      Administrative Agent or any Lender who may provide bank products to the
      Affiliated Parties, provided such Affiliates are bound by or agree in writing
      to
      be bound by this Section 15.9 or are otherwise required to maintain
      confidentiality as set forth herein; or (h) that ceases to be confidential
      through no fault of the Administrative Agent or any Lender. Notwithstanding
      the
      foregoing, the Company consents to the publication by the Administrative Agent
      or any Lender of a tombstone or similar advertising material relating to the
      financing transactions contemplated by this Agreement, and the Administrative
      Agent reserves the right to provide to industry trade organizations information
      necessary and customary for inclusion in league table measurements.
      Notwithstanding anything in this Agreement or any other Loan Document to the
      contrary, any information with respect to the “tax treatment” or “tax structure”
(in each case, within the meaning of Treasury Regulation Section 1.6011-4)
      of
      the transactions contemplated hereby shall not be confidential, and the
      Administrative Agent and the Lenders and other parties hereto may disclose
      without limitation of any kind any information that is provided to the
      Administrative Agent or the Lenders with respect to such “tax treatment” or “tax
      structure” (in each case, within the meaning of Treasury Regulation Section
      1.6011-4); provided, that to the extent any Loan Document contains information
      that relates to such “tax treatment” or “tax structure” and contains other
      information, this paragraph shall only apply to the information regarding such
      “tax treatment” or “tax structure.”

     

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    15.10  Severability.
      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.

    


    15.11  Nature
      of Remedies.
      All
      obligations of the Company and rights of the Administrative Agent and the
      Lenders expressed herein or in any other Loan Document shall be in addition
      to
      and not in limitation of those provided by applicable law. No failure to
      exercise and no delay in exercising, on the part of the Administrative Agent
      or
      any Lender, any right, remedy, power or privilege hereunder, shall operate
      as a
      waiver thereof; nor shall any single or partial exercise of any right, remedy,
      power or privilege hereunder preclude any other or further exercise thereof
      or
      the exercise of any other right, remedy, power or privilege.

    


    15.12  Entire
      Agreement; Amendment and Restatement.
      This
      Agreement, together with the other Loan Documents, embodies the entire agreement
      and understanding among the parties hereto and supersedes all prior or
      contemporaneous agreements and understandings of such Persons, oral or written,
      relating to the subject matter hereof and thereof (except as relates to the
      fee
      described in Section 5) and any prior arrangements made with respect to the
      payment by the Company of (or any indemnification for) any fees, costs or
      expenses payable to or incurred (or to be incurred) by or on behalf of the
      Administrative Agent or the Lenders.

    


    15.13  Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the different
      parties hereto on separate counterparts and each such counterpart shall be
      deemed to be an original, but all such counterparts shall together constitute
      but one and the same Agreement. Receipt of an executed signature page to this
      Agreement by facsimile or other electronic transmission shall constitute
      effective delivery thereof. Electronic records of executed Loan Documents
      maintained by the Lenders shall deemed to be originals.

     

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    15.14  Successors
      and Assigns.
      This
      Agreement shall be binding upon the Company, the Lenders and the Administrative
      Agent and their respective successors and assigns, and shall inure to the
      benefit of the Company, the Lenders and the Administrative Agent and the
      successors and assigns of the Lenders and the Administrative Agent. No other
      Person shall be a direct or indirect legal beneficiary of, or have any direct
      or
      indirect cause of action or claim in connection with, this Agreement or any
      of
      the other Loan Documents. The Company may not assign or transfer any of its
      rights or Obligations under this Agreement without the prior written consent
      of
      the Administrative Agent and each Lender.

    


    15.15  Captions.
      Section
      captions used in this Agreement are for convenience only and shall not affect
      the construction of this Agreement.

    


    15.16  USA
      PATRIOT Act Notice.
      The
      Administrative Agent (for itself and not on behalf of any Lender) and each
      Lender subject to Title III of the Uniting and Strengthening America by
      Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
      of
      2001 (Public Law 107-56) (the “Patriot
      Act”)
      hereby
      notify the Company that, pursuant to the requirements of the Patriot Act, they
      are required to obtain, verify and record information that identifies the
      Company, which information includes the name and address of the Company and
      other information that will allow them to identify the Company in accordance
      with the Patriot Act.

    


    15.17  INDEMNIFICATION
      BY THE COMPANY.
      IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE
      ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS
      PROVIDED HEREUNDER, THE COMPANY HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD
      HARMLESS THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS,
      DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT AND
      EACH
      LENDER (EACH A “LENDER
      PARTY”)
      FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES,
      LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY,
      THE
“INDEMNIFIED
      LIABILITIES”),
      INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT
      OF,
      OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL
      SECURITIES, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED
      TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS
      OF
      ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE,
      TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT
      ANY
      PROPERTY OWNED OR LEASED BY ANY AFFILIATED PARTY, (C) ANY VIOLATION OF ANY
      ENVIRONMENTAL LAW WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED
      BY
      ANY AFFILIATED PARTY OR THE OPERATIONS CONDUCTED THEREON, (D) THE
      INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY
      AFFILIATED PARTY OR ANY OF ITS PREDECESSORS IS ALLEGED TO HAVE DIRECTLY OR
      INDIRECTLY DISPOSED OF ANY HAZARDOUS SUBSTANCE OR (E) THE EXECUTION,
      DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN
      DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED
      LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY’S GROSS NEGLIGENCE
      OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. IF
      AND
      TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY
      REASON, THE COMPANY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE
      PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS
      PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION
      15.17 SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, ANY
      MODIFICATION, RELEASE OR DISCHARGE OF THE GUARANTY AND TERMINATION OF THIS
      AGREEMENT.

     

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    15.18  Nonliability
      of Lenders.
      The
      relationship between the Company, on the one hand, and the Lenders and the
      Administrative Agent, on the other hand, shall be solely that of borrower and
      lender. Neither the Administrative Agent nor any Lender has any fiduciary
      relationship with or duty to any Affiliated Party arising out of or in
      connection with this Agreement or any of the other Loan Documents, and the
      relationship between the Affiliated Parties, on the one hand, and the
      Administrative Agent and the Lenders, on the other hand, in connection herewith
      or therewith is solely that of debtor and creditor. Neither the Administrative
      Agent nor any Lender undertakes any responsibility to any Affiliated Party
      to
      review or inform any Affiliated Party of any matter in connection with any
      phase
      of any Affiliated Party’s business or operations. The Company agrees, on behalf
      of itself and each other Affiliated Party, that neither the Administrative
      Agent
      nor any Lender shall have liability to any Affiliated Party (whether sounding
      in
      tort, contract or otherwise) for losses suffered by any Affiliated Party in
      connection with, arising out of, or in any way related to the transactions
      contemplated and the relationship established by the Loan Documents, or any
      act,
      omission or event occurring in connection therewith, unless it is determined
      in
      a judgment by a court of competent jurisdiction that such losses resulted from
      the gross negligence or willful misconduct of the party from which recovery
      is
      sought. NO
      LENDER PARTY SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS
      OF
      ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR
      INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL
      ANY LENDER PARTY HAVE ANY LIABILITY WITH RESPECT TO, AND THE COMPANY, ON BEHALF
      OF ITSELF AND EACH OTHER AFFILIATED PARTY, HEREBY WAIVES, RELEASES AND AGREES
      NOT TO SUE FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO
      THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN
      CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE).
      The
      Company acknowledges that it has been advised by counsel in the negotiation,
      execution and delivery of this Agreement and the other Loan Documents to which
      it is a party. No joint venture is created hereby or by the other Loan Documents
      or otherwise exists by virtue of the transactions contemplated hereby among
      the
      Lenders or among the Guarantors and the Lenders.

     

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    15.19  FORUM
      SELECTION AND CONSENT TO JURISDICTION.
      ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED
      EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
      DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT NOTHING
      IN
      THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT
      FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.
      EACH
      OF THE COMPANY, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY EXPRESSLY AND
      IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
      AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
      FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH OF THE COMPANY,
      THE ADMINISTRATIVE AGENT AND THE LENDERS FURTHER IRREVOCABLY CONSENTS TO THE
      SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
      WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH OF THE COMPANY, THE ADMINISTRATIVE
      AGENT AND THE LENDERS HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
      EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
      THE
      LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
      ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
      FORUM.

    


    15.20  WAIVER
      OF JURY TRIAL.
      EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY (A) WAIVES
      ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
      ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT OR ANY
      AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
      FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
      LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND
      (B)
      AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND
      NOT
      BEFORE A JURY.

    


    


    


    [signature
      page follows]

    


     

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    The
      parties hereto have caused this Agreement to be duly executed and delivered
      by
      their duly authorized officers as of the date first set forth
      above.

     

    
      	 	 	 
	 	SEMCO
              ENERGY, INC.
	 
 	 
 	 
 
	
            	By:  	/s/ Michael
              V. Palmeri
	 	
              

            
	 	
              Michael
                V. Palmeri

              Senior
                Vice President, Chief 

               
                Financial Officer and Treasurer

            


    

     

    
      	 	 	 
	 	
              UNION
                BANK OF CALIFORNIA, N.A., as 

              Administrative
                Agent and as a Lender

            
	 
 	 
 	 
 
	 	By:  	/s/ Dennis
              G. Blank
	 	
              

            
	 	
              Name:  Dennis
                G. Blank

              Title: 
                Vice President 

            


    

    


     

    
 

    S-1

    
      
        
          
            


            
              600198569v6

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    ANNEX
      A

    LENDERS
      AND PRO RATA SHARES

    


    


    


    
      	
              Lender

            	
              Commitment
                Amount

            	
              Pro
                Rata Share

            
	
              Union
                Bank of California, N.A.

            	
              $55,000,000.00

            	
              100%

            
	
              TOTALS

            	
              $55,000,000.00

            	
              100%

            


    

    


    


    
      
        
          
            


            
              600198569v6

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    ANNEX
      B

    ADDRESSES
      FOR NOTICE

    


    


    


    
      	
              Party

            	
              Address

            
	
              SEMCO
                Energy, Inc.

            	
              1411
                Third Street, Suite A

              Port
                Huron, Michigan 48060

              Attention:
                Chief Financial Officer

            
	
              Union
                Bank of California, N.A.

            	
              445
                South Figueroa Street, 15th
                Floor

              Los
                Angeles, California 90071

              Attention:
                Energy Capital Services

            


    

     

     

     

      
        600198569v6