Unassociated Document


    
      

    

    
      Exhibit
        10.1

      


      


      EXECUTION
        COPY

       

       

       

       

      
        

        

      

      STERLING
        CONSTRUCTION COMPANY, INC.

      


      CREDIT
        AGREEMENT

      


      DATED
        AS OF OCTOBER 31, 2007

      


      


      COMERICA
        BANK

      AS
        ADMINISTRATIVE AGENT, SYNDICATION AGENT,

      DOCUMENTATION
        AGENT AND LEAD ARRANGER

      


      
        

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      


      
        	 	 	 	
                Page

              
	 	 	 	 
	
                1.

              	
                DEFINITIONS.

              	
                1

              
	 	
                1.1

              	
                Certain
                  Defined Terms

              	
                1

              
	 	 	 	 
	
                2.

              	
                REVOLVING
                  CREDIT.

              	
                23

              
	 	
                2.1

              	
                Commitment

              	
                23

              
	 	
                2.2

              	
                Accrual
                  of Interest and Maturity; Evidence of
                  Indebtedness.

              	
                23

              
	 	
                2.3

              	
                Requests
                  for and Refundings and Conversions of Advances

              	
                24

              
	 	
                2.4

              	
                Disbursement
                  of Advances.

              	
                26

              
	 	
                2.5

              	
                Swing
                  Line Advances

              	
                28

              
	 	
                2.6

              	
                Interest
                  Payments; Default Interest

              	
                33

              
	 	
                2.7

              	
                Optional
                  Prepayments.

              	
                34

              
	 	
                2.8

              	
                Prime-based
                  Advance in Absence of Election or Upon Default

              	
                35

              
	 	
                2.9

              	
                Revolving
                  Credit Facility Fee

              	
                35

              
	 	
                2.10

              	
                Mandatory
                  Repayment of Revolving Credit Advances.

              	
                35

              
	 	
                2.11

              	
                Optional
                  Reduction or Termination of Revolving Credit Aggregate
                  Commitment

              	
                36

              
	 	
                2.12

              	
                Use
                  of Proceeds of Advances

              	
                37

              
	 	 	 	
                 

              
	
                3.

              	
                LETTERS
                  OF CREDIT.

              	
                37

              
	 	
                3.1

              	
                Letters
                  of Credit

              	
                37

              
	 	
                3.2

              	
                Conditions
                  to Issuance

              	
                38

              
	 	
                3.3

              	
                Notice

              	
                39

              
	 	
                3.4

              	
                Letter
                  of Credit Fees; Increased Costs

              	
                39

              
	 	
                3.5

              	
                Other
                  Fees

              	
                41

              
	 	
                3.6

              	
                Drawings
                  and Demands for Payment Under Letters of Credit.

              	
                41

              
	 	
                3.7

              	
                Obligations
                  Irrevocable

              	
                42

              
	 	
                3.8

              	
                Risk
                  Under Letters of Credit.

              	
                44

              
	 	
                3.9

              	
                Indemnification

              	
                44

              
	 	
                3.10

              	
                Right
                  of Reimbursement

              	
                45

              
	 	 	 	 
	
                4.

              	
                INTENTIONALLY
                  OMITTED.

              	
                46

              
	 	 	
                 

              
	
                5.

              	
                CONDITIONS.

              	
                46

              
	 	
                5.1

              	
                Conditions
                  of Initial Advances

              	
                46

              
	 	
                5.2

              	
                Continuing
                  Conditions

              	
                50

              
	 	 	 	 
	
                6.

              	
                REPRESENTATIONS
                  AND WARRANTIES.

              	
                50

              
	 	
                6.1

              	
                Corporate
                  Authority

              	
                50

              
	 	
                6.2

              	
                Due
                  Authorization

              	
                50

              
	 	
                6.3

              	
                Good
                  Title; Leases; Assets; No Liens

              	
                50

              
	 	
                6.4

              	
                Taxes

              	
                51

              
	 	
                6.5

              	
                No
                  Defaults

              	
                51

              
	 	
                6.6

              	
                Enforceability
                  of Agreement and Loan Documents

              	
                51

              


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        	 	
                6.7

              	
                Compliance
                  with Laws

              	
                51

              
	 	
                6.8

              	
                Non-contravention

              	
                52

              
	 	
                6.9

              	
                Litigation

              	
                52

              
	 	
                6.10

              	
                Consents,
                  Approvals and Filings, Etc

              	
                52

              
	 	
                6.11

              	
                Agreements
                  Affecting Financial Condition

              	
                52

              
	 	
                6.12

              	
                No
                  Investment Company or Margin Stock

              	
                52

              
	 	
                6.13

              	
                ERISA

              	
                53

              
	 	
                6.14

              	
                Conditions
                  Affecting Business or Properties

              	
                53

              
	 	
                6.15

              	
                Environmental
                  and Safety Matters

              	
                53

              
	 	
                6.16

              	
                Subsidiaries

              	
                54

              
	 	
                6.17

              	
                Intentionally
                  Omitted

              	
                54

              
	 	
                6.18

              	
                Intentionally
                  Omitted

              	
                54

              
	 	
                6.19

              	
                Franchises,
                  Patents, Copyrights, Tradenames, etc

              	
                54

              
	 	
                6.20

              	
                Capital
                  Structure

              	
                54

              
	 	
                6.21

              	
                Accuracy
                  of Information

              	
                54

              
	 	
                6.22

              	
                Solvency

              	
                55

              
	 	
                6.23

              	
                Employee
                  Matters

              	
                55

              
	 	
                6.24

              	
                No
                  Misrepresentation

              	
                55

              
	 	
                6.25

              	
                Corporate
                  Documents and Corporate Existence

              	
                56

              
	 	
                6.26

              	
                Acquisition
                  Documents.

              	
                56

              
	 	 	 	
                 

              
	
                7.

              	
                AFFIRMATIVE
                  COVENANTS.

              	
                56

              
	 	
                7.1

              	
                Financial
                  Statements

              	
                57

              
	 	
                7.2

              	
                Certificates;
                  Other Information

              	
                57

              
	 	
                7.3

              	
                Intentionally
                  Omitted

              	
                59

              
	 	
                7.4

              	
                Conduct
                  of Business and Maintenance of Existence; Compliance with
                  Laws.

              	
                59

              
	 	
                7.5

              	
                Maintenance
                  of Property; Insurance

              	
                59

              
	 	
                7.6

              	
                Inspection
                  of Property; Books and Records, Discussions

              	
                60

              
	 	
                7.7

              	
                Notices

              	
                60

              
	 	
                7.8

              	
                Hazardous
                  Material Laws

              	
                61

              
	 	
                7.9

              	
                Financial
                  Covenants.

              	
                62

              
	 	
                7.10

              	
                Governmental
                  and Other Approvals

              	
                62

              
	 	
                7.11

              	
                Compliance
                  with ERISA; ERISA Notices

              	
                62

              
	 	
                7.12

              	
                Defense
                  of Collateral

              	
                63

              
	 	
                7.13

              	
                Future
                  Subsidiaries; Additional Collateral.

              	
                63

              
	 	
                7.14

              	
                Accounts

              	
                64

              
	 	
                7.15

              	
                Use
                  of Proceeds

              	
                64

              
	 	
                7.16

              	
                Post-Closing
                  Items

              	
                65

              
	 	
                7.17

              	
                Further
                  Assurances and Information

              	
                66

              
	 	 	 	
                 

              
	
                8.

              	
                NEGATIVE
                  COVENANTS.

              	
                66

              
	 	
                8.1

              	
                Limitation
                  on Debt

              	
                66

              
	 	
                8.2

              	
                Limitation
                  on Liens

              	
                67

              
	 	
                8.3

              	
                Acquisitions

              	
                68

              
	 	
                8.4

              	
                Limitation
                  on Mergers, Dissolution or Sale of Assets

              	
                68

              
	 	
                8.5

              	
                Restricted
                  Payments

              	
                69

              
	 	
                8.6

              	
                Put
                  and Call

              	
                70

              


      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      
        	 	
                8.7

              	
                Limitation
                  on Investments, Loans and Advances

              	
                70

              
	 	
                8.8

              	
                Transactions
                  with Affiliates

              	
                71

              
	 	
                8.9

              	
                Sale-Leaseback
                  Transactions; Sale of Accounts or Notes
                  Receivables

              	
                71

              
	 	
                8.10

              	
                Limitations
                  on Other Restrictions

              	
                71

              
	 	
                8.11

              	
                Prepayment
                  of Debt

              	
                71

              
	 	
                8.12

              	
                Amendment
                  of Certain Documents

              	
                72

              
	 	
                8.13

              	
                Modification
                  of Certain Agreements

              	
                72

              
	 	
                8.14

              	
                Management
                  Fees

              	
                72

              
	 	
                8.15

              	
                Fiscal
                  Year

              	
                72

              
	 	 	 	
                 

              
	
                9.

              	
                DEFAULTS.

              	
                72

              
	 	
                9.1

              	
                Events
                  of Default

              	
                72

              
	 	
                9.2

              	
                Exercise
                  of Remedies

              	
                75

              
	 	
                9.3

              	
                Rights
                  Cumulative

              	
                75

              
	 	
                9.4

              	
                Waiver
                  by Borrowers of Certain Laws

              	
                76

              
	 	
                9.5

              	
                Waiver
                  of Defaults

              	
                76

              
	 	
                9.6

              	
                Set
                  Off

              	
                76

              
	 	 	 	
                 

              
	
                10.

              	
                PAYMENTS,
                  RECOVERIES AND COLLECTIONS.

              	
                76

              
	 	
                10.1

              	
                Payment
                  Procedure

              	
                76

              
	 	
                10.2

              	
                Application
                  of Proceeds of Collateral

              	
                78

              
	 	
                10.3

              	
                Pro-rata
                  Recovery

              	
                78

              
	 	 	 	
                 

              
	
                11.

              	
                CHANGES
                  IN LAW OR CIRCUMSTANCES; INCREASED COSTS.

              	
                79

              
	 	
                11.1

              	
                Reimbursement
                  of Prepayment Costs

              	
                79

              
	 	
                11.2

              	
                Eurodollar
                  Lending Office

              	
                79

              
	 	
                11.3

              	
                Circumstances
                  Affecting Eurodollar-based Rate Availability

              	
                79

              
	 	
                11.4

              	
                Laws
                  Affecting Eurodollar-based Advance Availability

              	
                80

              
	 	
                11.5

              	
                Increased
                  Cost of Eurodollar-based Advances

              	
                80

              
	 	
                11.6

              	
                Capital
                  Adequacy and Other Increased Costs

              	
                81

              
	 	
                11.7

              	
                Right
                  of Lenders to Fund through Branches and
                  Affiliates

              	
                82

              
	 	
                11.8

              	
                Margin
                  Adjustment

              	
                82

              
	 	 	 	
                 

              
	
                12.

              	
                AGENT.

              	
                83

              
	 	
                12.1

              	
                Appointment
                  of Agent

              	
                83

              
	 	
                12.2

              	
                Deposit
                  Account with Agent

              	
                84

              
	 	
                12.3

              	
                Scope
                  of Agent’s Duties

              	
                84

              
	 	
                12.4

              	
                Successor
                  Agent

              	
                85

              
	 	
                12.5

              	
                Credit
                  Decisions

              	
                85

              
	 	
                12.6

              	
                Authority
                  of Agent to Enforce This Agreement

              	
                85

              
	 	
                12.7

              	
                Indemnification
                  of Agent

              	
                86

              
	 	
                12.8

              	
                Knowledge
                  of Default

              	
                86

              
	 	
                12.9

              	
                Agent’s
                  Authorization; Action by Lenders

              	
                86

              
	 	
                12.10

              	
                Enforcement
                  Actions by the Agent

              	
                87

              
	 	
                12.11

              	
                Collateral
                  Matters.

              	
                87

              
	 	
                12.12

              	
                Agents
                  in their Individual Capacities

              	
                88

              
	 	
                12.13

              	
                Agent’s
                  Fees

              	
                88

              


      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      


      
        	 	
                12.14

              	
                Documentation
                  Agent or other Titles

              	
                88

              
	 	
                12.15

              	
                No
                  Reliance on Agent’s Customer Identification
                  Program

              	
                88

              
	 	 	 	 
	
                13.

              	
                MISCELLANEOUS.

              	
                89

              
	 	
                13.1

              	
                Accounting
                  Principles

              	
                89

              
	 	
                13.2

              	
                Consent
                  to Jurisdiction

              	
                89

              
	 	
                13.3

              	
                Law
                  of Texas

              	
                89

              
	 	
                13.4

              	
                Interest

              	
                90

              
	 	
                13.5

              	
                Closing
                  Costs and Other Costs; Indemnification.

              	
                90

              
	 	
                13.6

              	
                Notices

              	
                92

              
	 	
                13.7

              	
                Further
                  Action

              	
                93

              
	 	
                13.8

              	
                Successors
                  and Assigns; Participations; Assignments.

              	
                93

              
	 	
                13.9

              	
                Counterparts;
                  Execution

              	
                96

              
	 	
                13.10

              	
                Amendment
                  and Waiver

              	
                96

              
	 	
                13.11

              	
                Confidentiality

              	
                97

              
	 	
                13.12

              	
                Substitution
                  of Lenders

              	
                98

              
	 	
                13.13

              	
                Withholding
                  Taxes

              	
                99

              
	 	
                13.14

              	
                Taxes
                  and Fees

              	
                99

              
	 	
                13.15

              	
                WAIVER
                  OF JURY TRIAL

              	
                100

              
	 	
                13.16

              	
                Patriot
                  Act Notice

              	
                100

              
	 	
                13.17

              	
                Complete
                  Agreement; Conflicts

              	
                100

              
	 	
                13.18

              	
                Severability

              	
                100

              
	 	
                13.19

              	
                Table
                  of Contents and Headings; Section References

              	
                100

              
	 	
                13.20

              	
                Construction
                  of Certain Provisions

              	
                101

              
	 	
                13.21

              	
                Independence
                  of Covenants

              	
                101

              
	 	
                13.22

              	
                Electronic
                  Transmissions

              	
                101

              
	 	
                13.23

              	
                Advertisements

              	
                102

              
	 	
                13.24

              	
                Reliance
                  on and Survival of Provisions

              	
                102

              
	 	
                13.25

              	
                Joint
                  and Several Liability

              	
                102

              


      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      


      EXHIBITS

      


      A
        FORM OF
        REQUEST FOR REVOLVING CREDIT ADVANCE

      B
        FORM OF
        REVOLVING CREDIT NOTE

      C
        FORM OF
        SWING LINE NOTE

      D
        FORM OF
        REQUEST FOR SWING LINE ADVANCE

      E
        FORM OF
        NOTICE OF LETTERS OF CREDIT

      F
        FORM OF
        SECURITY AGREEMENT

      G
        FORM OF
        JOINDER AGREEMENT

      H
        FORM OF
        ASSIGNMENT AGREEMENT

      I
        INTENTIONALLY OMITTED

      J
        FORM OF
        COVENANT COMPLIANCE REPORT

      K
        INTENTIONALLY OMITTED

      L
        INTENTIONALLY OMITTED

      M
        FORM OF
        SWING LINE PARTICIPATION CERTIFICATE

      


      SCHEDULES

      


      
        	
                Schedule
                  1.1

              	
                Applicable
                  Margin Grid

              


      

      
        	
                Schedule
                  1.2

              	
                Percentages
                  and Allocations

              


      

      
        	
                Schedule
                  1.3

              	
                Corporate
                  Information

              


      

      
        	
                Schedule
                  1.4

              	
                Existing
                  Comerica Loans

              


      

      
        	
                Schedule
                  1.5

              	
                Existing
                  Letters of Credit

              


      

      
        	
                Schedule
                  5.1(c)

              	
                Jurisdictions
                  of Organization

              


      

      
        	
                Schedule
                  5.2

              	
                Jurisdictions
                  where each Credit Party is Authorized to do
                  Business

              


      

      
        	
                Schedule
                  6.3(b)

              	
                Owned
                  Real Property

              


      

      
        	
                Schedule
                  6.4

              	
                Exceptions
                  to Tax Filings

              


      

      
        	
                Schedule
                  6.7

              	
                Violations
                  of Law

              


      

      
        	
                Schedule
                  6.9

              	
                Litigation

              


      

      
        	
                Schedule
                  6.10

              	
                Third
                  Party Consents

              


      

      
        	
                Schedule
                  6.13

              	
                Benefit
                  Plans

              


      

      
        	
                Schedule
                  6.15

              	
                Environmental

              


      

      
        	
                Schedule
                  6.16

              	
                Subsidiaries

              


      

      
        	
                Schedule
                  6.19

              	
                Trade
                  Names

              


      

      
        	
                Schedule
                  6.20

              	
                Equity
                  Interests

              


      

      
        	
                Schedule
                  6.23

              	
                Collective
                  Bargaining Agreements and
                  Grievances

              


      

      
        	
                Schedule
                  8.1

              	
                Existing
                  Debt

              


      

      
        	
                Schedule
                  8.1(i)

              	
                Liberty
                  Mutual Insurance Company Bonds Remaining Outstanding Post
                  Closing

              


      

      
        	
                Schedule
                  8.2

              	
                Existing
                  Liens

              


      

      
        	
                Schedule
                  8.7

              	
                Existing
                  Investments

              


      

      
        	
                Schedule
                  8.8

              	
                Transactions
                  with Affiliates

              


      

      
        	
                Schedule
                  13.6

              	
                Notices

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      CREDIT
        AGREEMENT

      


      This
        Credit Agreement (“Agreement”) is made as of the 31st day of
        October,
        2007, by and among the financial institutions from time to time signatory
        hereto
        (individually a “Lender,” and any and all such financial institutions
        collectively the “Lenders”), Comerica Bank, as Administrative Agent for the
        Lenders (in such capacity, the “Agent”), Arranger, Syndication Agent and
        Documentation Agent, Sterling Construction Company, Inc., a Delaware corporation
        (“Sterling”), Texas Sterling Construction Co., a Delaware corporation (“TSC”)
        and Oakhurst Management Corporation, a Texas corporation (“OMC” and together
        with Sterling and TSC, the “Borrowers” and each a “Borrower” as more
        specifically defined herein).

      RECITALS

      


      A.           Borrowers
        have requested that the Lenders extend to them credit and letters of credit
        on
        the terms and conditions set forth herein.

      


      B.           The
        Lenders are prepared to extend such credit as aforesaid, but only on the
        terms
        and conditions set forth in this Agreement.

      


      NOW
        THEREFORE, in consideration of the covenants contained herein, Borrowers,
        the
        Lenders, and the Agent agree as follows:

      


      
        	
                1.

              	
                DEFINITIONS.

              


      

      


      1.1           Certain
        Defined Terms.  For the purposes of this Agreement the
        following terms will have the following meanings:

      


       “Acquisition”
        shall mean the acquisition by Sterling of 100% of the issued and outstanding
        Equity Interests of RHBI and of at least 91% of the issued and outstanding
        Equity Interests of RHBL on the terms set forth in this Agreement and the
        Acquisition Documents.

      


      “Acquisition
        Documents” shall mean the Purchase Agreement dated October 31, 2007 by and among
        Sterling, Thomas Fisher and the Sellers (the “Purchase Agreement”) and all
        documents related thereto or executed and delivered in connection therewith,
        as
        the same may be amended, restated or otherwise modified in compliance with
        this
        Agreement.

      


      “Advance(s)”
        shall mean, as the context may indicate, a borrowing requested by the Borrowers,
        and made by the Revolving Credit Lenders under Section 2.1 hereof or the
        Swing
        Line Lender under Section 2.5 hereof, including without limitation any
        readvance, refunding or conversion of such borrowing pursuant to Section
        2.3 or
        2.5 hereof, and any advance deemed to have been made in respect of a Letter
        of
        Credit under Section 3.6(a) hereof, and shall include, as applicable, a
        Eurodollar-based Advance, a Prime-based Advance and a Quoted Rate
        Advance.

      


      “Affected
        Lender” shall have the meaning set forth in Section 13.12
        hereof.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


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

      


      “Agent”
        shall have the meaning set forth in the preamble, and include any successor
        agents appointed in accordance with Section 12.4 hereof.

      


      “Agent’s
        Correspondent” shall mean for Eurodollar-based Advances, Agent’s Grand Cayman
        Branch (or for the account of said branch office, at Agent’s main office in
        Detroit, Michigan, United States).

      


      “Alternate
        Base Rate” shall mean, for any day, an interest rate per annum equal to the
        Federal Funds Effective Rate in effect on such day, plus fifty basis
        points.

      


      “Applicable
        Fee Percentage” shall mean, as of any date of determination thereof, the
        applicable percentage used to calculate certain of the fees due and payable
        hereunder, determined by reference to the appropriate columns in the Pricing
        Matrix attached to this Agreement as Schedule 1.1.

      


      “Applicable
        Interest Rate” shall mean, (i) with respect to each Revolving Credit Advance,
        the Eurodollar-based Rate or the Prime-based Rate, and (ii) with respect
        to each
        Swing Line Advance, the Prime-based Rate or, if made available to the Borrowers
        by the Swing Line Lender at its option, the Quoted Rate, in each case as
        selected by the Borrowers from time to time subject to the terms and conditions
        of this Agreement.

      


      “Applicable
        Margin” shall mean, as of any date of determination thereof, the applicable
        interest rate margin, determined by reference to the appropriate columns
        in the
        Pricing Matrix attached to this Agreement as Schedule 1.1, such Applicable
        Margin to be adjusted solely as specified in Section 11.8 hereof.

      


      “Applicable
        Measuring Period” shall mean the period of four consecutive fiscal quarters
        ending on the applicable date of determination, for Sterling, TSC, OMC and
        the
        Target as if they had combined operations as of January 1, 2007.

      


      “Asset
        Coverage Ratio” shall mean, as of any date of determination, a ratio the
        numerator of which is an amount equal to eighty percent (80%) of the orderly
        liquidation value of machinery and equipment of Sterling and its Consolidated
        Subsidiaries owned on the Effective Date after giving effect to the Acquisition
        plus eighty percent (80%) of the Cost of new and used machinery and equipment
        purchased after the Effective Date and the denominator of which is the Funded
        Debt minus cash and cash equivalents and Permitted Investments of
        Sterling and its Consolidated Subsidiaries, in each case as determined in
        accordance with GAAP.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      “Asset
        Sale” shall mean the sale, transfer or other disposition by any Credit Party of
        any asset (other than the sale or transfer of less than one hundred percent
        (100%) of the stock or other ownership interests of any Subsidiary) to any
        Person (other than to Borrowers or a Guarantor).

      


      “Assignment
        Agreement” shall mean an Assignment Agreement substantially in the form of
        Exhibit H hereto.

      


      “Authorized
        Signer” shall mean each person who has been authorized by the Borrowers to
        execute and deliver any requests for Advances hereunder pursuant to a written
        authorization delivered to the Agent and whose signature card or incumbency
        certificate has been received by the Agent.

      


      “Average
        Total Debt” shall mean the daily average Funded Debt for any applicable
        period.

      


      “Balance
        Sheet” shall have the meaning as set forth on Section 7.2(b).

      


      “Bankruptcy
        Code” shall mean Title 11 of the United States Code and the rules promulgated
        thereunder.

      


      “Bond
        Documents” shall mean the Surety Agreements together, in each case, with such
        other documents as are related thereto as the same may be amended, restated,
        or
        otherwise modified in compliance with this Agreement.

      


      “Borrower
        Representative” shall mean Sterling or any other Borrower identified as the
        Borrower Representative in a written notice delivered to Agent and signed
        by
        Borrowers.

      


      “Borrowers”
        and “Borrower” shall have the meaning set forth in the Preamble to this
        Agreement, and shall include each other Subsidiary of Sterling which shall
        join
        into this Agreement as a Borrower hereunder, including but not limited to
        Road
        and Highway Builders, LLC, a Nevada limited liability company (“RHBL”) and Road
        and Highway Builders Inc., a Nevada corporation (“RHBI” and together with RHBL,
        the “Target”) following the consummation of the Acquisition.

      


      “Business
        Day” shall mean any day other than a Saturday or a Sunday on which commercial
        banks are open for domestic and international business (including dealings
        in
        foreign exchange) in Detroit, Michigan and New York, New York, and in the
        case
        of a Business Day which relates to a Eurodollar-based Advance, on which dealings
        are carried on in the London interbank eurodollar market.

      


      “Capitalized
        Lease” shall mean, as applied to any Person, any lease of any property (whether
        real, personal or mixed) with respect to which the discounted present value
        of
        the rental obligations of such Person as lessee thereunder, in conformity
        with
        GAAP, is required to be capitalized on the balance sheet of that
        Person.

      


      “Collateral”
        shall mean all property or rights in which a security interest, mortgage,
        lien
        or other encumbrance for the benefit of the Lenders is or has been granted
        or
        arises or has arisen, under or in connection with this Agreement, the other
        Loan
        Documents, or otherwise to secure the Indebtedness.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      “Collateral
        Access Agreement” shall mean an agreement in form and substance satisfactory to
        the Agent in its sole discretion, pursuant to which a mortgagee or lessor
        of
        real property on which Collateral is stored or otherwise located, or a
        warehouseman, processor or other bailee of inventory or other property owned
        by
        any Credit Party, that acknowledges the Liens under the Collateral Documents
        and
        subordinates or waives any Liens held by such Person on such property and,
        includes such other agreements with respect to the Collateral as Agent may
        require in its sole discretion, as the same may be amended, restated or
        otherwise modified from time to time.

      


      “Collateral
        Assignment” shall mean that certain Collateral Assignment of Purchase Agreement
        dated as of the date hereof executed by Sterling for the benefit of Agent,
        as
        the same may be amended, restated or otherwise modified from time to
        time.

      


      “Collateral
        Documents” shall mean the Security Agreement, the Pledge Agreements, the
        Mortgages, the Collateral Assignment, the Escrow Agreement Acknowledgement,
        the
        Collateral Access Agreements, the Joinder Agreement and all other security
        documents (and any joinders thereto) executed by any Credit Party in favor
        of
        the Agent on or after the Effective Date, in connection with any of the
        foregoing collateral documents, in each case, as such collateral documents
        may
        be amended or otherwise modified from time to time.

      


      “Comerica
        Bank” shall mean Comerica Bank and its successors or assigns.

      


      “Comerica
        Debt” shall mean the term loans owed by any of the Borrowers to Comerica Bank as
        set forth on Schedule 1.4.

      


      “Comerica
        Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated
        as of the Effective Date between the Agent and Comerica Bank, as the same
        may be
        amended, restated or otherwise modified from time to time.

      


      “Commitment
        Letter” shall mean that certain Commitment Letter dated as of October 12, 2007
        by and among Comerica Bank, Sterling, TSC and OMC.

      


      “Consolidated”
        (or “consolidated”) or “Consolidating” (or “consolidating”) shall mean, when
        used with reference to any financial term in this Agreement, the aggregate
        for
        two or more Persons of the amounts signified by such term for all such Persons
        determined on a consolidated (or consolidating) basis in accordance with
        GAAP,
        applied on a consistent basis. Unless otherwise specified herein, “Consolidated”
and “Consolidating” shall refer to Sterling and its Subsidiaries, determined on
        a Consolidated or Consolidating basis.

      


      “Cost”
        shall mean the purchase price and all other costs related to the purchase
        of the
        machinery and equipment by the Credit Parties which are eligible to be
        capitalized under GAAP, including taxes, transportation, warranties, set-up
        charges, instructions, license fees and other miscellaneous
        amounts.

      


      “Covenant
        Compliance Report” shall mean the report to be furnished by Borrowers to the
        Agent pursuant to Section 7.2(a) hereof, substantially in the form attached
        hereto as Exhibit J and certified by a Responsible Officer of the Borrower
        Representative, in which report Borrowers shall set forth the information
        specified therein and which shall include a statement of then applicable
        level
        for the Applicable Margin and Applicable Fee Percentages as specified in
        Schedule 1.1 attached to this Agreement.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      “Credit
        Parties” shall mean the Borrowers and their respective Subsidiaries, and “Credit
        Party” shall mean any one of them, as the context indicates or otherwise
        requires.

      


      “Current
        Maturities of Long Term Debt” shall mean, at any given time, all principal and
        interest payments required to be paid during the ensuing one year period
        from
        such given time on all Debt having a maturity of greater than one
        year.

      


      “Debt”
        shall mean as to any Person, without duplication (a) all Funded Debt of a
        Person, (b) all Guarantee Obligations of such Person, (c) all obligations
        of
        such Person under conditional sale or other title retention agreements relating
        to property or assets purchased by such Person, (d) all indebtedness of such
        Person arising in connection with any Hedging Transaction entered into by
        such
        Person, and (e) all recourse Debt of any partnership of which such Person
        is the
        general partner.

      


      “Default”
        shall mean any event that with the giving of notice or the passage of time,
        or
        both, would constitute an Event of Default under this Agreement.

      


      “Distribution”
        is defined in Section 8.5 hereof.

      


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

      


      “Domestic
        Subsidiary” shall mean any Subsidiary of a Borrower incorporated or organized
        under the laws of the United States of America, or any state or other political
        subdivision thereof or which is considered to be a “disregarded entity” for
        United States federal income tax purposes and which is not a “controlled foreign
        corporation” as defined under Section 957 of the Internal Revenue Code, in each
        case provided such Subsidiary is owned by a Borrower or a Domestic Subsidiary
        of
        Borrower, and “Domestic Subsidiaries” shall mean any or all of
        them.

      


      “EBITDA”
        shall mean for any period, as determined in accordance with GAAP, Net Income
        for
        such period plus, without duplication and only to the extent reflected as
        a charge or reduction in the statement of such Net Income for such period,
        the
        sum of (a) income tax expense, (b) interest expense, (c) depreciation and
        amortization expense (including amortized debt financing costs), (d) any
        extraordinary or non-recurring non-cash expenses or losses, and any other
        non-cash expenses or losses approved by the Majority Lenders, including non-cash
        losses on sales of assets outside the ordinary course of business, minus,
        to the extent included in consolidated Net Income for such period, any
        extraordinary or non-recurring non-cash gains including non-cash gains on
        sales
        of assets outside the ordinary course of business.

      


      “Effective
        Date” shall mean the date on which all the conditions precedent set forth in
        Sections 5.1 and 5.2 have been satisfied.

      


      “Electronic
        Transmission” shall mean each document, instruction, authorization, file,
        information and any other communication transmitted, posted or otherwise
        made or
        communicated by e-mail or E-Fax, or otherwise to or from an E-System or other
        equivalent service.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      “Eligible
        Assignee” shall mean (a) a Lender; (b) an Affiliate of a Lender; (c) any Person
        (other than a natural person) that is or will be engaged in the business
        of
        making, purchasing, holding or otherwise investing in commercial loans or
        similar extensions of credit in the ordinary course of its business, provided
        that such Person is administered or managed by a Lender, an Affiliate of
        a
        Lender or an entity or Affiliate of an entity that administers or manages
        a
        Lender; or (d) any other Person (other than a natural person) approved by
        the
        (i) Agent (and in the case of an assignment of a commitment under the Revolving
        Credit, the Issuing Lender and Swing Line Lender), and (ii) unless a Event
        of
        Default has occurred and is continuing, the Borrower Representative (each
        such
        approval not to be unreasonably withheld or delayed); provided that
        notwithstanding the foregoing, “Eligible Assignee” shall not include the
        Borrowers, or any of the Borrowers’ Affiliates or Subsidiaries; and provided
        further that notwithstanding clause (d)(ii) of this definition, no assignment
        shall be made to an entity which is a competitor of any Credit Party without
        the
        consent of the Borrower Representative, which consent may be withheld in
        its
        sole discretion.

      


      “Equity
        Interest” shall mean (i) in the case of any corporation, all capital stock and
        any securities exchangeable for or convertible into capital stock, (ii) in
        the
        case of an association or business entity, any and all shares, interests,
        participations, rights or other equivalents of corporate stock (however
        designated) in or to such association or entity, (iii) in the case of a
        partnership or limited liability company, partnership or membership interests
        (whether general or limited) and (iv) any other interest or participation
        that
        confers on a Person the right to receive a share of the profits and losses
        of,
        or distribution of assets of, the issuing Person, and including, in all of
        the
        foregoing cases described in clauses (i), (ii), (iii) or (iv), any warrants,
        rights or other options to purchase or otherwise acquire any of the interests
        described in any of the foregoing cases.

      


      “ERISA”
        shall mean the Employee Retirement Income Security Act of 1974, as amended,
        or
        any successor act or code and the regulations in effect from time to time
        thereunder.

      


      “E-System”
        shall mean any electronic system and any other Internet or extranet-based
        site,
        whether such electronic system is owned, operated or hosted by the Agent,
        any of
        its Affiliates or any other Person, providing for access to data protected
        by
        passcodes or other security system.

      


      “Escrow
        Agreement Acknowledgement” shall mean that certain acknowledgment executed and
        delivered by Sterling and Comerica Bank, as escrow agent for the benefit
        of the
        Agent, acknowledging the assignment of Sterling’s rights under that certain
        Escrow Agreement relating to the Acquisition.

      


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

      


      “Eurodollar-based
        Rate” shall mean a per annum interest rate which is equal to the sum of (a) the
        Applicable Margin, plus (b) the quotient of:


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (i)           the
        per annum interest rate at which deposits in the relevant eurocurrency are
        offered to Agent’s Eurodollar Lending Office by other prime banks in the
        eurocurrency market in an amount comparable to the relevant Eurodollar-based
        Advance and for a period equal to the relevant Eurodollar-Interest Period
        at
        approximately 11:00 A.M. Detroit time two (2) Business Days prior to the
        first
        day of such Eurodollar-Interest Period, divided by

      


      (ii)           a
        percentage equal to 100% minus the maximum rate on such date at which Agent
        is
        required to maintain reserves on ‘Eurocurrency Liabilities’ as defined in and
        pursuant to Regulation D of the Board of Governors of the Federal Reserve
        System
        or, if such regulation or definition is modified, and as long as Agent is
        required to maintain reserves against a category of liabilities which includes
        eurocurrency deposits or includes a category of assets which includes
        eurocurrency loans, the rate at which such reserves are required to be
        maintained on such category,

      


      such
        sum
        to be rounded upward, if necessary, to the nearest whole multiple of 1/100th
        of
        1%.

      


      “Eurodollar-Interest
        Period” shall mean, for any Eurodollar-based Advance, an Interest Period of one,
        two, three or six months (or any shorter or longer periods agreed to in advance
        by the Borrower Representative, Agent and the Lenders) as selected by Borrowers,
        for such Eurodollar-based Advance pursuant to Section 2.3 or 4.4 hereof,
        as the
        case may be.

      


      “Eurodollar
        Lending Office” shall mean, (a) with respect to the Agent, Agent’s office
        located at its Grand Caymans Branch or such other branch of Agent, domestic
        or
        foreign, as it may hereafter designate as its Eurodollar Lending Office by
        written notice to the Borrower Representative and the Lenders and (b) as
        to each
        of the Lenders, its office, branch or affiliate located at its address set
        forth
        on the signature pages hereof (or identified thereon as its Eurodollar Lending
        Office), or at such other office, branch or affiliate of such Lender as it
        may
        hereafter designate as its Eurodollar Lending Office by written notice to
        Borrower Representative and Agent.

      


      “Event
        of
        Default” shall mean each of the Events of Default specified in Section 9.1
        hereof.

      


      “Existing
        Letters of Credit” shall mean the Letters of Credit set forth on Schedule
        1.5.

      


      “Federal
        Funds Effective Rate” shall mean, for any day, a fluctuating interest rate per
        annum equal to the weighted average of the rates on overnight Federal funds
        transactions with members of the Federal Reserve System arranged by Federal
        funds brokers, as published for such day (or, if such day is not a Business
        Day,
        for the next preceding Business Day) by the Federal Reserve Bank of New York,
        or, if such rate is not so published for any day which is a Business Day,
        the
        average of the quotations for such day on such transactions received by Agent
        from three Federal funds brokers of recognized standing selected by Agent,
        all
        as conclusively determined by the Agent, such sum to be rounded upward, if
        necessary, to the nearest whole multiple of 1/100th of 1%.

      


      “Fee
        Letter” shall mean the fee letter by and among Sterling, TSC, OMC and Comerica
        Bank dated as of October 12, 2007 relating to the Indebtedness hereunder,
        as
        amended, restated, replaced or otherwise modified from time to
        time.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      “Fees”
        shall mean the Revolving Credit Facility Fee, the Letter of Credit Fees and
        the
        other fees and charges (including any agency fees) payable by Borrowers to
        the
        Lenders, the Issuing Lender or Agent hereunder or under the Fee
        Letter.

      


      “Final
        Maturity Date” shall mean the Revolving Credit Maturity Date.

      


      “Fiscal
        Year” shall mean the twelve-month period ending on each December
        31.

      


      “Fixed
        Charge Coverage Ratio” shall mean as of any date of determination a ratio the
        numerator of which is EBITDA for the Applicable Measuring Period, minus
        cash taxes and cash tax distributions with respect to such period and the
        denominator of which is the sum of Current Maturities of Long Term Debt
plus interest paid during the trailing twelve month period, plus
        twenty-five percent (25%) of the daily average total non-amortizing debt
        during
        the trailing twelve month period.

      


      “Foreign
        Subsidiary” shall mean any Subsidiary, other than a Domestic Subsidiary, and
“Foreign Subsidiaries” shall mean any or all of them.

      


      “Funded
        Debt” of any Person shall mean, without duplication, (a) all indebtedness of
        such Person for borrowed money or for the deferred purchase price of property
        or
        services as of such date (other than operating leases and trade liabilities
        incurred in the ordinary course of business and payable in accordance with
        customary practices) or which is evidenced by a note, bond, debenture or
        similar
        instrument, (b) the principal component of all obligations of such Person
        under
        Capitalized Leases, (c) all reimbursement obligations (actual, contingent
        or
        otherwise) of such Person in respect of letters of credit, bankers acceptances
        or similar obligations issued or created for the account of such Person,
        (d) all
        liabilities of the type described in (a), (b) and (c) above that are secured
        by
        any Liens on any property owned by such Person as of such date even though
        such
        Person has not assumed or otherwise become liable for the payment thereof,
        the
        amount of which is determined in accordance with GAAP but excluding accrued
        liabilities or deferred charges as defined under GAAP except as specifically
        included in clauses (a), (b), (c) and (d) of this definition; provided however
        that so long as such Person is not personally liable for any such liability,
        the
        amount of such liability shall be deemed to be the lesser of the fair market
        value at such date of the property subject to the Lien securing such liability
        and the amount of the liability secured, and (e) all Guarantee Obligations
        in
        respect of any liability which constitutes Funded Debt; provided, however
        that
        Funded Debt shall not include any indebtedness under any Hedging Transaction
        prior to the occurrence of a termination event with respect
        thereto.

      


      “GAAP”
        shall mean, as of any applicable date of determination, generally accepted
        accounting principles in the United States of America, as applicable on such
        date, consistently applied, as in effect from time to time.

      


      “Governmental
        Obligations” means noncallable direct general obligations of the United States
        of America or obligations the payment of principal of and interest on which
        is
        unconditionally guaranteed by the United States of America.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      “Guarantee
        Obligation” shall mean as to any Person (the “guaranteeing person”) any
        obligation of the guaranteeing Person in respect of any obligation of another
        Person (the “primary obligor”) (including, without limitation, any bank under
        any letter of credit), the creation of which was induced by a reimbursement
        agreement, guaranty agreement, keepwell agreement, purchase agreement,
        counterindemnity or similar obligation issued by the guaranteeing person,
        in
        either case guaranteeing or in effect guaranteeing any Debt, leases, dividends
        or other obligations (the “primary obligations”) of the primary obligor in any
        manner, whether directly or indirectly, including, without limitation, any
        obligation of the guaranteeing person, whether or not contingent, (i) to
        purchase any such primary obligation or any property constituting direct
        or
        indirect security therefor, (ii) to advance or supply funds (1) for the purchase
        or payment of any such primary obligation or (2) to maintain working capital
        or
        equity capital of the primary obligor or otherwise to maintain the net worth
        or
        solvency of the primary obligor, (iii) to purchase property, securities or
        services primarily for the purpose of assuring the owner of any such primary
        obligation of the ability of the primary obligor to make payment of such
        primary
        obligation or (iv) otherwise to assure or hold harmless the owner of any
        such
        primary obligation against loss in respect thereof; provided, however, that
        the
        term Guarantee Obligation shall not include endorsements of instruments for
        deposit or collection in the ordinary course of business. The amount of any
        Guarantee Obligation of any guaranteeing person shall be deemed to be the
        lower
        of (a) an amount equal to the stated or determinable amount of the primary
        obligation in respect of which such Guarantee Obligation is made and (b)
        the
        maximum amount for which such guaranteeing person may be liable pursuant
        to the
        terms of the instrument embodying such Guarantee Obligation, unless such
        primary
        obligation and the maximum amount for which such guaranteeing person may
        be
        liable are not stated or determinable, in which case the amount of such
        Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
        anticipated liability in respect thereof as determined by the applicable
        Person
        in good faith.

      


      “Guarantor(s)”
        shall mean each Subsidiary of any Borrower which has executed and delivered
        to
        the Agent a Guaranty (or a joinder to a Guaranty), and a Security Agreement
        (or
        a joinder to the Security Agreement).

      


      “Guaranty”
        shall mean, collectively, any guaranty agreements executed and delivered
        from
        time to time after the Effective Date (whether by execution of joinder
        agreements or otherwise) pursuant to Section 7.13 hereof or otherwise, as
        amended, restated or otherwise modified from time to time.

      


      “Hazardous
        Material” shall mean any hazardous or toxic waste, substance or material defined
        or regulated as such in or for purposes of the Hazardous Material
        Laws.

      


      “Hazardous
        Material Law(s)” shall mean all laws, codes, ordinances, rules, regulations and
        other governmental restrictions and requirements issued by any federal, state,
        local or other governmental or quasi-governmental authority or body (or any
        agency, instrumentality or political subdivision thereof) pertaining to any
        substance or material which is regulated for reasons of health, safety or
        the
        environment and which is present or alleged to be present on or about or
        used in
        any facilities owned, leased or operated by any Credit Party, or any portion
        thereof including, without limitation, those relating to soil, surface,
        subsurface ground water conditions and the condition of the indoor and outdoor
        ambient air; any so-called “superfund” or “superlien” law; and any other United
        States federal, state or local statute, law, ordinance, code, rule, regulation,
        order or decree regulating, relating to, or imposing liability or standards
        of
        conduct concerning, any Hazardous Material, as now or at any time during
        the
        term of the Agreement in effect.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      “Hedging
        Agreement” shall mean any agreement relating to a Hedging Transaction entered
        into between a Borrower and any Lender or an Affiliate of a Lender.

      


      “Hedging
        Transaction” means each interest rate swap transaction, basis swap transaction,
        forward rate transaction, equity transaction, equity index transaction, foreign
        exchange transaction, cap transaction, floor transaction or commodities hedge
        (including any option with respect to any of these transactions and any
        combination of any of the foregoing).

      


      “Hereof”,
        “hereto”, “hereunder” and similar terms shall refer to this Agreement and not to
        any particular paragraph or provision of this Agreement.

      


      “Income
        Taxes” shall mean for any period the aggregate amount of taxes based on income
        or profits for such period with respect to the operations of Sterling and
        its
        Subsidiaries (including, without limitation, all corporate franchise, capital
        stock, net worth and value-added taxes assessed by state and local governments)
        determined in accordance with GAAP on a Consolidated basis (to the extent
        such
        income and profits were included in computing Consolidated Net
        Income).

      


      “Indebtedness”
        shall mean all indebtedness and liabilities (including without limitation
        principal, interest (including without limitation interest accruing at the
        then
        applicable rate provided in this Agreement or any other applicable Loan Document
        after the Final Maturity Date and interest accruing at the then applicable
        rate
        provided in this Agreement or any other applicable Loan Document after the
        filing of any petition in bankruptcy, or the commencement of any insolvency,
        reorganization or like proceeding, relating to the Credit Parties whether
        or not
        a claim for post-filing or post-petition interest is allowed in such
        proceeding), fees, expenses and other charges) arising under this Agreement
        or
        any of the other Loan Documents, whether direct or indirect, absolute or
        contingent, of any Credit Party to any of the Lenders or Affiliates thereof
        or
        to the Agent, in any manner and at any time, whether arising under this
        Agreement, the Guaranty or any of the other Loan Documents (including without
        limitation, payment obligations under Hedging Transactions evidenced by Hedging
        Agreements, provided that the payment obligations under commodities Hedging
        Transactions evidenced by Hedging Agreements that are deemed “Indebtedness”
hereunder and entitled to the benefit of the Liens granted under the Collateral
        Documents (the “Lender Commodities Hedging Transactions”) (a) shall not exceed
        $500,000 in aggregate amount and (b) shall be provided by only one Lender
        at a
        time, which Lender (the “Designated Lender”) shall be designated in a notice
        from the Borrower Representative to the Agent, provided, further, that the
        Borrowers may select a new Designated Lender from time to time upon notice
        to
        the Agent so long as no payment obligations remain outstanding to the then
        current Designated Lender under any Lender Commodities Hedging Transaction),
        due or hereafter to become due, now owing or that may hereafter be incurred
        by
        any Credit Party to any of the Lenders or Affiliates thereof or to the Agent,
        and which shall be deemed to include protective advances made by Agent with
        respect to the Collateral under or pursuant to the terms of any Loan Document
        and any liabilities of any Credit Party to Agent or any Lender arising in
        connection with any Lender Products, in each case whether or not reduced
        to
        judgment, with interest according to the rates and terms specified, and any
        and
        all consolidations, amendments, renewals, replacements, substitutions or
        extensions of any of the foregoing; provided, however that for purposes of
        calculating the Indebtedness outstanding under this Agreement or any of the
        other Loan Documents, the direct and indirect and absolute and contingent
        obligations of the Credit Parties (whether direct or contingent) shall be
        determined without duplication.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      “Intercompany
        Note” shall mean any promissory note issued or to be issued by any Credit Party
        to evidence an intercompany loan in form and substance satisfactory to
        Agent.

      


      “Interest
        Period” shall mean (a) with respect to a Eurodollar-based Advance, a
        Eurodollar-Interest Period, commencing on the day a Eurodollar-based Advance
        is
        made, or on the effective date of an election of the Eurodollar-based Rate
        made
        under Section 2.3 or 4.4 hereof, and (b) with respect to a Swing Line Advance
        carried at the Quoted Rate, an interest period of 30 days (or any lesser
        number
        of days agreed to in advance by the Borrower Representative, Agent and the
        Swing
        Line Lender); provided, however that (i) any Interest Period which would
        otherwise end on a day which is not a Business Day shall end on the next
        succeeding Business Day, except that as to an Interest Period in respect
        of a
        Eurodollar-based Advance, if the next succeeding Business Day falls in another
        calendar month, such Interest Period shall end on the next preceding Business
        Day, (ii) when an Interest Period in respect of a Eurodollar-based Advance
        begins on a day which has no numerically corresponding day in the calendar
        month
        during which such Interest Period is to end, it shall end on the last Business
        Day of such calendar month, and (iii) no Interest Period in respect of any
        Advance shall extend beyond the Revolving Credit Maturity Date.

      


      “Internal
        Revenue Code” shall mean the Internal Revenue Code of 1986 of the United States
        of America, as amended from time to time, and the regulations promulgated
        thereunder.

       

      “Investment”
        shall mean, when used with respect to any Person, (a) any loan, investment
        or
        advance made by such Person to any other Person (including, without limitation,
        any Guarantee Obligation) in respect of any Equity Interest, Debt, obligation
        or
        liability of such other Person and (b) any other investment made by such
        Person
        (however acquired) in Equity Interests in any other Person, including, without
        limitation, any investment made in exchange for the issuance of Equity Interest
        of such Person and any investment made as a capital contribution to such
        other
        Person.

      


      “Issuing
        Lender” shall mean Comerica Bank in its capacity as issuer of one or more
        Letters of Credit hereunder, or its successor designated by the Revolving
        Credit
        Lenders.

      


      “Issuing
        Office” shall mean such office as Issuing Lender shall designate as its Issuing
        Office.

      


      “Joinder
        Agreement” means that certain Joinder Agreement in the form attached hereto as
        Exhibit G, executed and delivered by Target and dated as of the Effective
        Date,
        as the same may be amended, restated or otherwise modified.

      


      “Lender
        Products” shall mean any one or more of the following types of services or
        facilities extended to the Credit Parties by any Lender: (i) credit cards,
        (ii)
        credit card processing services, (iii) debit cards, (iv) purchase cards,
        (v)
        Automated Clearing House (ACH) transactions, (vi) cash management, including
        controlled disbursement services, and (vii) establishing and maintaining
        deposit
        accounts.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      “Lenders”
        shall have the meaning set forth in the preamble, and shall include the
        Revolving Credit Lenders, the Swing Line Lender and any assignee which becomes
        a
        Lender pursuant to Section 13.8 hereof.

      


      “Letter
        of Credit Agreement” shall mean, collectively, the letter of credit application
        and related documentation executed and/or delivered by the Borrowers in respect
        of each Letter of Credit, in each case satisfactory to the Issuing Lender,
        as
        amended, restated or otherwise modified from time to time.

      


      “Letter
        of Credit Documents” shall have the meaning ascribed to such term in Section
        3.7(a) hereof.

      


      “Letter
        of Credit Fees” shall mean the fees payable in connection with Letters of Credit
        pursuant to Section 3.4(a) and (b) hereof.

      


      “Letter
        of Credit Maximum Amount” shall mean Two Million Five Hundred Thousand Dollars
        ($2,500,000).

      


      “Letter
        of Credit Obligations” shall mean at any date of determination, the sum of (a)
        the aggregate undrawn amount of all Letters of Credit then outstanding, and
        (b)
        the aggregate amount of Reimbursement Obligations which remain unpaid as
        of such
        date.

      


      “Letter
        of Credit Payment” shall mean any amount paid or required to be paid by the
        Issuing Lender in its capacity hereunder as issuer of a Letter of Credit
        as a
        result of a draft or other demand for payment under any Letter of
        Credit.

      


      “Letter(s)
        of Credit” shall mean any standby letters of credit issued by Issuing Lender at
        the request of or for the account of Borrowers (or any of them) pursuant
        to
        Article 3 hereof, and shall include all Existing Letters of Credit, which
        shall
        be deemed “Letters of Credit” as defined in this Agreement for all purposes of
        this Agreement and the related Loan Documents, and which shall be secured
        by all
        the Collateral Documents.

      


      “Leverage
        Ratio” shall mean as of any date of determination, a ratio the numerator of
        which is Funded Debt of Sterling and its Consolidated Subsidiaries as of
        such
        date and the denominator of which is EBITDA for the Applicable Measuring
        Period
        as of such date, in each case as determined in accordance with
        GAAP.

      


      “Liberty
        Mutual Indemnity Agreement” shall mean that certain General Agreement of
        Indemnity by RHBL and the Sellers for the benefit of Liberty Mutual Insurance
        Company, Employers Insurance Company of Wausau, Peerless Insurance Company
        and
        any other company that is part of the Liberty Mutual Group dated as of November
        15, 2006.

      


      “Lien”
        shall mean any security interest in or lien on or against any property arising
        from any pledge, assignment, hypothecation, mortgage, security interest,
        deposit
        arrangement, trust receipt, conditional sale or title retaining contract,
        sale
        and leaseback transaction, Capitalized Lease, consignment or bailment for
        security, or any other type of lien, charge, encumbrance, title exception,
        preferential or priority arrangement affecting property (including with respect
        to stock, any stockholder agreements, voting rights agreements, buy-back
        agreements and all similar arrangements), whether based on common law or
        statute.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      “Loan
        Documents” shall mean, collectively, this Agreement, the Notes (if issued), the
        Letter of Credit Agreements, the Letters of Credit, the Guaranty, the
        Subordination Agreements, the Comerica Intercreditor Agreement, the Collateral
        Documents, each Hedging Agreement, and any other documents, certificates
        or
        agreements that are executed and required to be delivered pursuant to any
        of the
        foregoing documents, as such documents may be amended, restated or otherwise
        modified from time to time.

      


      “Majority
        Lenders” shall mean at any time (a) so long as the Revolving Credit Aggregate
        Commitment has not been terminated, Lenders holding more than 50.0% of the
        sum
        of (i) the Revolving Credit Aggregate Commitment and (b) if the Revolving
        Credit
        Aggregate Commitment has been terminated (whether by maturity, acceleration
        or
        otherwise), Lenders holding more than 50.0% of the aggregate principal amount
        then outstanding under the Revolving Credit; provided that, for purposes
        of
        determining Majority Lenders hereunder, the Letter of Credit Obligations
        and
        principal amount outstanding under the Swing Line shall be allocated among
        the
        Revolving Credit Lenders based on their respective Revolving Credit Percentages;
        provided further that so long as there are fewer than three Lenders, considering
        any Lender and its Affiliates as a single Lender, “Majority Lenders” shall mean
        all Lenders.

      


      “Majority
        Revolving Credit Lenders” shall mean Majority Lenders.

      


      “Material
        Adverse Effect” shall mean a material adverse effect on (a) the condition (financial
        or
        otherwise), business, performance, operations, properties or prospects of
        the
        Credit Parties taken as a whole, (b) the ability of any Credit Party to
        perform its obligations under this Agreement, the Notes (if issued) or any
        other
        Loan Document to which it is a party, or (c) the validity or enforceability
        of
        this Agreement, any of the Notes (if issued) or any of the other Loan Documents
        or the rights or remedies of the Agent or the Lenders hereunder or
        thereunder.

      


       “Mortgages”
        shall mean the mortgages, deeds of trust and any other similar documents
        related
        thereto or required thereby executed and delivered by a Credit Party on the
        Effective Date pursuant to Section 5.1 hereof, if any, and executed and
        delivered after the Effective Date by a Credit Party pursuant to Section
        7.13
        hereof or otherwise, and “Mortgage” shall mean any such document, as such
        documents may be amended, restated or otherwise modified from time to
        time.

      


      “Multiemployer
        Plan” shall mean a Pension Plan which is a multiemployer plan as defined in
        Section 4001(a)(3) of ERISA.

      


      “OMC”
        shall have the meaning set forth in Preamble to this Agreement.

      


      “Net
        Income” shall mean for any period of determination the net income (or loss) of
        the Sterling and its Consolidated Subsidiaries for such period, as determined
        in
        accordance with GAAP.”


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      “Notes”
        shall mean the Revolving Credit Notes and the Swing Line Note.

      


      “PBGC”
        shall mean the Pension Benefit Guaranty Corporation or any successor
        thereto.

      


      “Pension
        Plan” shall mean any plan established and maintained by a Credit Party, or
        contributed to by a Credit Party, which is qualified under Section 401(a)
        of the
        Internal Revenue Code and subject to the minimum funding standards of Section
        412 of the Internal Revenue Code.

      


      “Percentage”
        shall mean the Revolving Credit Percentage.

      


      “Permitted
        Acquisition” shall mean any acquisition by any Borrower or any Guarantor of all
        or substantially all of the assets of another Person, or of a division or
        line
        of business of another Person, or any Equity Interests of another Person
        which
        satisfies and/or is conducted in accordance with the following
        requirements:

      


      
        	
                 

              	
                (a)

              	
                Such
                  acquisition is of a business or Person engaged in a line of business
                  which
                  is compatible with, or complementary to, the business of the Borrowers
                  or
                  such Guarantor;

              


      

      


      
        	
                 

              	
                (b)

              	
                If
                  such acquisition is structured as an acquisition of the Equity
                  Interests
                  of any Person, then the Person so acquired shall (X) become a direct
                  Subsidiary of a Borrower or of a Guarantor and the applicable Borrower
                  or
                  the applicable Guarantor shall cause such acquired Person to comply
                  with
                  Section 7.13 hereof, provided, further, that after such acquisition
                  the
                  Person so acquired shall be consolidated in accordance with GAAP
                  with
                  Sterling and its other Consolidated Subsidiaries or (Y) provided
                  that the
                  Credit Parties continue to comply with Section 7.4(a) hereof, be
                  merged
                  with and into such a Borrower or such a Guarantor (and, in the
                  case of
                  such a Borrower, with the applicable Borrower being the surviving
                  entity);

              


      

      
        	
                 

              	
                (c)

              	
                If
                  such acquisition is structured as the acquisition of assets, such
                  assets
                  shall be acquired directly by a Borrower or a Guarantor (subject
                  to
                  compliance with Section 7.4(a)
                  hereof);

              


      

      


      
        	
                 

              	
                (d)

              	
                Borrowers
                  shall have delivered to Agent not less than ten (10) (or such shorter
                  period of time agreed to by the Agent) nor more than ninety (90)
                  days
                  prior to the date of such acquisition, notice of such acquisition
                  together
                  with Pro Forma Projected Financial Information, copies of all material
                  documents relating to such acquisition (including the acquisition
                  agreement and any related document), and historical financial information
                  (including income statements, balance sheets and cash flows) covering
                  at
                  least two (2) complete Fiscal Years of the acquisition target,
                  if
                  available, prior to the effective date of the acquisition or the
                  entire
                  credit history of the acquisition target, whichever period is shorter,
                  in
                  each case in form and substance reasonably satisfactory to the
                  Agent;

              


      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (e)

              	
                Both
                  immediately before and after the consummation of such acquisition
                  and
                  after giving effect to the Pro Forma Projected Financial Information,
                  no
                  Default or Event of Default shall have occurred and be
                  continuing;

              


      

      


      
        	
                 

              	
                (f)

              	
                Intentionally
                  omitted;

              


      

      


      
        	
                 

              	
                (g)

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

              


      

      


      
        	
                 

              	
                (h)

              	
                All
                  governmental, quasi-governmental, agency, regulatory or similar
                  licenses,
                  authorizations, exemptions, qualifications, consents and approvals
                  necessary under any laws applicable to the Borrower or Guarantor
                  that is
                  making the acquisition, or the acquisition target (if applicable)
                  for or
                  in connection with the proposed acquisition and all necessary
                  non-governmental and other third-party approvals which, in each
                  case, are
                  material to such acquisition shall have been obtained, and all
                  necessary
                  or appropriate declarations, registrations or other filings with
                  any
                  court, governmental or regulatory authority, securities exchange
                  or any
                  other Person, which in each case, are material to the consummation
                  of such
                  acquisition or to the acquisition target, if applicable, have been
                  made,
                  and evidence thereof reasonably satisfactory in form and substance
                  to
                  Agent shall have been delivered, or caused to have been delivered,
                  by
                  Borrowers to Agent;

              


      

      


      
        	
                 

              	
                (i)

              	
                There
                  shall be no actions, suits or proceedings pending or, to the knowledge
                  of
                  any Credit Party threatened against or affecting the acquisition
                  target in
                  any court or before or by any governmental department, agency or
                  instrumentality, which could reasonably be expected to be decided
                  adversely to the acquisition target and which, if decided adversely,
                  could
                  reasonably be expected to have a material adverse effect on the
                  business,
                  operations, properties or financial condition of the acquisition
                  target
                  and its subsidiaries (taken as a whole) or would materially adversely
                  affect the ability of the acquisition target to enter into or perform
                  its
                  obligations in connection with the proposed acquisition, nor shall
                  there
                  be any actions, suits, or proceedings pending, or to the knowledge
                  of any
                  Credit Party threatened against the Credit Party that is making
                  the
                  acquisition which would materially adversely affect the ability
                  of such
                  Credit Party to enter into or perform its obligations in connection
                  with
                  the proposed acquisition; and

              


      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (j)

              	
                The
                  purchase price of such proposed new acquisition, computed on the
                  basis of
                  total acquisition consideration paid or incurred, or required to
                  be paid
                  or incurred, with respect thereto, including the amount of Debt
                  (such Debt
                  being otherwise permitted under this Agreement) assumed or to which
                  such
                  assets, businesses or business or Equity Interests, or any Person
                  so
                  acquired is subject and including any portion of the purchase price
                  allocated to any non-compete agreements, (X) is less than Five
                  Million
                  Dollars ($5,000,000), (Y) when added to the purchase price for
                  each other
                  acquisition consummated hereunder as a Permitted Acquisition during
                  the
                  same Fiscal Year as the applicable acquisition (not including acquisitions
                  specifically consented to which fall outside of the terms of this
                  definition), does not exceed Ten Million Dollars ($10,000,000)
                  and (Z)
                  when added to the purchase price for each other acquisition consummated
                  hereunder as a Permitted Acquisition during the term of this agreement
                  (not including acquisitions specifically consented to which fall
                  outside
                  the terms of this definition), does not exceed Ten Million Dollars
                  ($10,000,000).

              


      

      


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

      


      
        	
                 

              	
                (a)

              	
                Governmental
                  Obligations;

              


      

      


      
        	
                 

              	
                (b)

              	
                Obligations
                  of a state or commonwealth of the United States or the obligations
                  of the
                  District of Columbia or any possession of the United States, or
                  any
                  political subdivision of any of the foregoing, which are described
                  in
                  Section 103(a) of the Internal Revenue Code and are graded in any
                  of the
                  highest three (3) major grades as determined by at least one Rating
                  Agency; or secured, as to payments of principal and interest, by
                  a letter
                  of credit provided by a financial institution or insurance provided
                  by a
                  bond insurance company which in each case is itself or its debt
                  is rated
                  in one of the highest three (3) major grades as determined by at
                  least one
                  Rating Agency;

              


      

      


      
        	
                 

              	
                (c)

              	
                Banker’s
                  acceptances, commercial accounts, demand deposit accounts, certificates
                  of
                  deposit, other time deposits or depository receipts issued by or
                  maintained with any Lender or any Affiliate thereof, or any bank,
                  trust
                  company, savings and loan association, savings bank or other financial
                  institution whose deposits are insured by the Federal Deposit Insurance
                  Corporation and whose reported capital and surplus equal at least
                  $250,000,000, provided that such minimum capital and surplus requirement
                  shall not apply to demand deposit accounts maintained by any Credit
                  Party
                  in the ordinary course of business;

              


      

      


      
        	
                 

              	
                (d)

              	
                Commercial
                  paper rated at the time of purchase within the two highest classifications
                  established by not less than two Rating Agencies, and which matures
                  within
                  270 days after the date of issue;

              


      

      


      
        	
                 

              	
                (e)

              	
                Secured
                  repurchase agreements against obligations itemized in paragraph
                  (a) above,
                  and executed by a bank or trust company or by members of the association
                  of primary dealers or other recognized dealers in United States
                  government
                  securities, the market value of which must be maintained at levels
                  at
                  least equal to the amounts advanced;
                  and

              


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (f)

              	
                Any
                  fund or other pooling arrangement which exclusively purchases and
                  holds
                  the investments itemized in (a) through (e)
                  above.

              


      

      


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

      


      
        	
                 

              	
                (a)

              	
                Liens
                  for (i) taxes or governmental assessments or charges or (ii) customs
                  duties in connection with the importation of goods to the extent
                  such
                  Liens attach to the imported goods that are the subject of the
                  duties, in
                  each case (x) to the extent not yet due, (y) as to which the period
                  of
                  grace, if any, related thereto has not expired or (z) which are
                  being
                  contested in good faith by appropriate proceedings, provided that
                  in the
                  case of any such contest, any proceedings for the enforcement of
                  such
                  liens have been suspended and adequate reserves with respect thereto
                  are
                  maintained on the books of such Person in conformity with
                  GAAP;

              


      

      


      
        	
                 

              	
                (b)

              	
                carriers’,
                  warehousemen’s, mechanics’, materialmen’s, repairmen’s, processor’s,
                  landlord’s liens or other like liens arising in the ordinary course of
                  business which secure obligations that are not overdue for a period
                  of
                  more than 30 days or which are being contested in good faith by
                  appropriate proceedings, provided that in the case of any such
                  contest,
                  (x) any proceedings commenced for the enforcement of such Liens
                  have been
                  suspended and (y) appropriate reserves with respect thereto are
                  maintained
                  on the books of such Person in conformity with
                  GAAP;

              


      

      


      
        	
                 

              	
                (c)

              	
                any
                  attachment or judgment lien that remains unpaid, unvacated, unbonded
                  or
                  unstayed by appeal or otherwise for a period ending on the earlier
                  of (i)
                  thirty (30) consecutive days from the date of its attachment or
                  entry (as
                  applicable) or (ii) the commencement of enforcement steps with
                  respect
                  thereto, other than the filing of notice thereof in the public
                  record;

              


      

      


      
        	
                 

              	
                (d)

              	
                minor
                  survey exceptions or minor encumbrances, easements or reservations,
                  or
                  rights of others for rights-of-way, utilities and other similar
                  purposes,
                  or zoning or other restrictions as to the use of real properties,
                  or any
                  interest of any lessor or sublessor under any lease permitted hereunder
                  which, in each case, does not materially interfere with the business
                  of
                  such Person;

              


      

      


      
        	
                 

              	
                (e)

              	
                Liens
                  arising in connection with worker’s compensation, unemployment insurance,
                  old age pensions and social security benefits and similar statutory
                  obligations (excluding Liens arising under ERISA), provided that
                  no
                  enforcement proceedings in respect of such Liens are pending and
                  provisions have been made for the payment of such liens on the
                  books of
                  such Person as may be required by GAAP;
                  and

              


      

      


      
        	
                 

              	
                (f)

              	
                continuations
                  of Liens that are permitted under subsections (a)-(e) hereof, provided
                  such continuations do not violate the specific time periods set
                  forth in
                  subsections (b) and (c) and provided further that such Liens do
                  not extend
                  to any additional property or assets of any Credit Party or secure
                  any
                  additional obligations of any Credit
                  Party.

              


      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      Regardless
        of the language set forth in this definition, no Lien over the Equity Interests
        of any Credit Party granted to any Person other than to Agent for the benefit
        of
        the Lenders shall be deemed a “Permitted Lien” under the terms of this
        Agreement.

      


      “Person”
        shall mean a natural person, corporation, limited liability company,
        partnership, limited liability partnership, trust, incorporated or
        unincorporated organization, joint venture, joint stock company, firm or
        association or a government or any agency or political subdivision thereof
        or
        other entity of any kind.

      


      “Pledge
        Agreement(s)” shall mean any pledge agreement executed and delivered by a Credit
        Party on the Effective Date pursuant to Section 5.1 hereof, if any, and executed
        and delivered from time to time after the Effective Date by any Credit Party
        pursuant to Section 7.13 hereof or otherwise, and any agreements, instruments
        or
        documents related thereto, in each case in form and substance satisfactory
        to
        Agent amended, restated or otherwise modified from time to time.

      


      “Pricing
        Leverage Ratio” shall mean as of any date of determination, a ratio the
        numerator of which is Average Total Debt of Sterling and its Consolidated
        Subsidiaries as of such date minus cash and cash equivalents of Sterling
        and its
        Consolidated Subsidiaries and the denominator of which is EBITDA for the
        Applicable Measuring Period as of such date, in each case as determined in
        accordance with GAAP.

      


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

      


      “Prime-based
        Rate” shall mean, for any day, that rate of interest which is equal to the sum
        of the Applicable Margin plus the greater of (i) the Prime Rate, and (ii)
        the
        Alternate Base Rate.

      


      “Prime
        Rate” shall mean the per annum rate of interest announced by the Agent, at its
        main office from time to time as its “prime rate” (it being acknowledged that
        such announced rate may not necessarily be the lowest rate charged by the
        Agent
        to any of its customers), which Prime Rate shall change simultaneously with
        any
        change in such announced rate.

      


      “Pro
        Forma Projected Financial Information” shall mean, as to any proposed
        acquisition, a statement executed by the Borrower undertaking the acquisition
        (supported by reasonable detail) setting forth the total consideration to
        be
        paid or incurred in connection with the proposed acquisition, and pro forma
        combined projected financial information for the Credit Parties and the
        acquisition target (if applicable), consisting of projected balance sheets
        as of
        the proposed effective date of the acquisition and as of the end of at least
        the
        next succeeding two (2) Fiscal Years following the acquisition and projected
        statements of income and cash flows for each of those years, including
        sufficient detail to permit calculation of the ratios described in Section
        7.9
        hereof, as projected as of the effective date of the acquisition and as of
        the
        ends of those Fiscal Years and accompanied by (i) a statement setting forth
        a
        calculation of the ratio so described, (ii) a statement in reasonable detail
        specifying all material assumptions underlying the projections and (iii)
        such
        other information as the Agent or the Lenders shall reasonably
        request.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      “Purchasing
        Lender” shall have the meaning set forth in Section 13.12.

      


      “Quoted
        Rate” shall mean the rate of interest per annum offered by the Swing Line Lender
        in its sole discretion with respect to a Swing Line Advance and accepted
        by the
        Borrowers.

      


      “Quoted
        Rate Advance” means any Swing Line Advance which bears interest at the Quoted
        Rate.

      


      “Rating
        Agency” shall mean Moody’s Investor Services, Inc., Standard and Poor’s Ratings
        Services, their respective successors or any other nationally recognized
        statistical rating organization which is acceptable to the Agent.

      


      “Register”
        is defined in Section 13.8(g) hereof.

      


      “Reimbursement
        Obligation(s)” shall mean the aggregate amount of all unreimbursed drawings
        under all Letters of Credit (excluding for the avoidance of doubt, reimbursement
        obligations that are deemed satisfied pursuant to a deemed disbursement under
        Section 3.6(a)).

      


      “Request
        for Advance” shall mean a Request for Revolving Credit Advance or a Request for
        Swing Line Advance, as the context may indicate or otherwise
        require.

      


      “Request
        for Revolving Credit Advance” shall mean a request for a Revolving Credit
        Advance issued by the Borrowers under Section 2.3 of this Agreement in the
        form
        attached hereto as Exhibit A.

      


      “Request
        for Swing Line Advance” shall mean a request for a Swing Line Advance issued by
        the Borrowers under Section 2.5(b) of this Agreement in the form attached
        hereto
        as Exhibit D.

      


      “Requirement
        of Law” shall mean as to any Person, the certificate of incorporation and
        bylaws, the partnership agreement or other organizational or governing documents
        of such Person and any law, treaty, rule or regulation or determination of
        an
        arbitration or a court or other governmental authority, in each case applicable
        to or binding upon such Person or any of its property or to which such Person
        or
        any of its property is subject.

      


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

      


      “Revolving
        Credit” shall mean the revolving credit loans to be advanced to Borrowers by the
        applicable Revolving Credit Lenders pursuant to Article 2 hereof, in an
        aggregate amount (subject to the terms hereof), not to exceed, at any one
        time
        outstanding, the Revolving Credit Aggregate Commitment.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      “Revolving
        Credit Advance” shall mean a borrowing requested by Borrowers and made by the
        Revolving Credit Lenders under Section 2.1 of this Agreement, including without
        limitation any readvance, refunding or conversion of such borrowing pursuant
        to
        Section 2.3 hereof and any deemed disbursement of an Advance in respect of
        a
        Letter of Credit under Section 3.6(a) hereof, and may include, subject to
        the
        terms hereof, Eurodollar-based Advances and Prime-based Advances.

      


      “Revolving
        Credit Aggregate Commitment” shall mean Seventy-Five Million Dollars
        ($75,000,000), subject to reduction or termination under Sections 2.11 or
        9.2
        hereof.

      


      “Revolving
        Credit Commitment Amount” shall mean with respect to any Revolving Credit
        Lender, (i) if the Revolving Credit Aggregate Commitment has not been
        terminated, the amount specified opposite such Revolving Credit Lender’s name in
        the column entitled “Revolving Credit Commitment Amount” on Schedule 1.2, as
        adjusted from time to time in accordance with the terms hereof; and (ii)
        if the
        Revolving Credit Aggregate Commitment has been terminated (whether by maturity,
        acceleration or otherwise), the amount equal to its Percentage of the aggregate
        principal amount outstanding under the Revolving Credit (including the
        outstanding Letter of Credit Obligations and any outstanding Swing Line
        Advances).

      


      “Revolving
        Credit Facility Fee” shall mean the fee payable to Agent for distribution to the
        Revolving Credit Lenders in accordance with Section 2.9 hereof.

      


      “Revolving
        Credit Lenders” shall mean the financial institutions from time to time parties
        hereto as lenders of the Revolving Credit.

      


      “Revolving
        Credit Maturity Date” shall mean the earlier to occur of (i) October 31, 2012,
        and (ii) the date on which the Revolving Credit Aggregate Commitment shall
        terminate in accordance with the provisions of this Agreement.

      


      “Revolving
        Credit Notes” shall mean the revolving credit notes described in Section 2.2
        hereof, made by Borrowers to each of the Revolving Credit Lenders in the
        form
        attached hereto as Exhibit B, as such notes may be amended or supplemented
        from
        time to time, and any other notes issued in substitution, replacement or
        renewal
        thereof from time to time.

      


      “Revolving
        Credit Percentage” means, with respect to any Revolving Credit Lender, the
        percentage specified opposite such Revolving Credit Lender’s name in the column
        entitled “Revolving Credit Percentage” on Schedule 1.2, as adjusted from time to
        time in accordance with the terms hereof.

      


      “RHBL”
        shall have the meaning set forth in the definition of “Borrowers” in this
        Agreement.

      


      “RHBI”
        shall have the meaning set forth in the definition of “Borrowers” in this
        Agreement.

      


      “Security
        Agreement” shall mean, collectively, the security agreement(s) executed and
        delivered by Borrowers and the Guarantors on the Effective Date pursuant
        to
        Section 5.1 hereof, and any such agreements executed and delivered after
        the
        Effective Date (whether by execution of a joinder agreement to any existing
        security agreement or otherwise) pursuant to Section 7.13 hereof or otherwise,
        in the form of the Security Agreement attached hereto as Exhibit F, as amended,
        restated or otherwise modified from time to time.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      “Sellers”
        shall mean Mr. Richard Buenting and Fisher Sand & Gravel Co.

      


      “Sterling”
        shall have the meaning set forth in the Preamble to this Agreement.

      


      “Subordinated
        Debt” shall mean any Funded Debt of any Credit Party and other obligations under
        the Subordinated Debt Documents and any other Funded Debt of any Credit Party,
        the terms of which are acceptable to the Agent and which has been subordinated
        in right of payment and priority to the Indebtedness, all on terms and
        conditions satisfactory to the Agent.

      


      “Subordinated
        Debt Documents” shall mean and include any documents evidencing any Subordinated
        Debt, in each case, as the same may be amended, modified, supplemented or
        otherwise modified from time to time in compliance with the terms of this
        Agreement.

      


      “Subordination
        Agreements” shall mean any subordination agreements entered into by any Person
        from time to time in favor of Agent in connection with any Subordinated Debt,
        the terms of which are acceptable to the Agent, in each case as the same
        may be
        amended, restated or otherwise modified from time to time, and “Subordination
        Agreement” shall mean any one of them.

      


      “Subsidiary(ies)”
        shall mean any other corporation, association, joint stock company, business
        trust, limited liability company, partnership or any other business entity
        of
        which more than fifty percent (50%) of the outstanding voting stock, share
        capital, membership, partnership or other interests, as the case may be,
        is
        owned either directly or indirectly by any Person or one or more of its
        Subsidiaries, or the management of which is otherwise controlled, directly,
        or
        indirectly through one or more intermediaries, or both, by any Person and/or
        its
        Subsidiaries. Unless otherwise specified to the contrary herein or the context
        otherwise requires, Subsidiary(ies) shall refer to the Subsidiary(ies) of
        Sterling.

      


      “Surety
        Agreement(s)” shall mean the Travelers Indemnity Agreement, the Liberty Mutual
        Indemnity Agreement, and any other surety indemnity agreement which contains
        substantially similar terms and conditions as the Travelers Indemnity Agreement
        and which is for the benefit of a surety company that has been rated by A.M.
        Best (or another generally accepted rating company) with a financial strength
        rating and issuer credit ratings comparable to or better than Travelers Casualty
        and Surety Company of America and which surety company has delivered a “comfort
        letter” to Agent which is substantially similar to the letter delivered pursuant
        to Section 5.1(a)(iii) hereof.

      


      “Sweep
        Agreement” means any agreement relating to the “Sweep to Loan” automated system
        of the Agent or any other cash management arrangement which any Borrower
        and the
        Agent have executed for the purposes of effecting the borrowing and repayment
        of
        Swing Line Advances.

      


      “Swing
        Line” shall mean the revolving credit loans to be advanced to Borrowers by the
        Swing Line Lender pursuant to Section 2.5 hereof, in an aggregate amount
        (subject to the terms hereof), not to exceed, at any one time outstanding,
        the
        Swing Line Maximum Amount.


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      “Swing
        Line Advance” shall mean a borrowing requested by Borrowers and made by Swing
        Line Lender pursuant to Section 2.5 hereof and may include, subject to the
        terms
        hereof, Quoted Rate-Advances and Prime-based Advances.

      


      “Swing
        Line Lender” shall mean Comerica Bank in its capacity as lender of the Swing
        Line under Section 2.5 of this Agreement, or its successor as subsequently
        designated hereunder.

      


      “Swing
        Line Maximum Amount” shall mean Seven Million Five Hundred
        Thousand  Dollars ($7,500,000).

      


      “Swing
        Line Note” shall mean the swing line note which may be issued by Borrowers to
        Swing Line Lender pursuant to Section 2.5(b)(ii) hereof in the form attached
        hereto as Exhibit C, as such note may be amended or supplemented from time
        to
        time, and any note or notes issued in substitution, replacement or renewal
        thereof from time to time.

      


      “Swing
        Line Participation Certificate” shall mean the Swing Line Participation
        Certificate delivered by Agent to each Revolving Credit Lender pursuant to
        Section 2.5(e)(ii) hereof in the form attached hereto as Exhibit M.

      


      “Tangible
        Net Worth” shall mean as of any date of determination, for any Person (a) the
        net book value of all assets of such Person (excluding patent rights,
        trademarks, tradenames, franchises, copyrights, licenses, goodwill and all
        other
        intangible assets of such Person) after all appropriate deductions in accordance
        with GAAP (including, without limitation, reserves for doubtful receivables,
        obsolescence, depreciation and amortization) less (b) all the total liabilities
        of such Person reported on the balance sheet of such Person under GAAP at
        such
        time.

      


      “Target”
        shall have the meaning set forth in the definition of “Borrowers” in this
        Agreement.

      


      “Travelers
        Indemnity Agreement” shall mean that certain General Agreement of Indemnity by
        and among Sterling and certain of its Subsidiaries for the benefit of Traveler’s
        Casualty and Surety Company of America dated as of January 26,
        2006.

      


      “TSC”
        shall have the meaning set forth in the Preamble to this Agreement.

      


       “Uniform
        Commercial Code” or “UCC” shall mean the Uniform Commercial Code as in effect in
        any applicable state; provided that, unless specified otherwise or the context
        otherwise requires, such terms shall refer to the Uniform Commercial Code
        as in
        effect in the State of Texas.

      


      “USA
        Patriot Act” is defined in Section 6.7.

      


       “Withdrawal
        Liability” shall mean liability to a Multiemployer Plan as a result of a
        complete or partial withdrawal from such Multiemployer Plan, as such terms
        are
        defined in Part I of Subtitle E of Title IV of ERISA.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      


      
        	
                2.

              	
                REVOLVING
                  CREDIT.

              


      

      


      2.1      
              Commitment.  Subject to the
        terms and conditions of this Agreement (including without limitation Section
        2.3
        hereof), each Revolving Credit Lender severally and for itself alone agrees
        to
        make Advances of the Revolving Credit in Dollars to Borrowers from time to
        time
        on any Business Day during the period from the Effective Date hereof until
        (but
        excluding) the Revolving Credit Maturity Date in an aggregate amount, not
        to
        exceed at any one time outstanding such Lender’s Revolving Credit Percentage of
        the Revolving Credit Aggregate Commitment. Subject to the terms and conditions
        set forth herein, advances, repayments and readvances may be made under the
        Revolving Credit

      


      2.2            
        Accrual
        of Interest and Maturity; Evidence of Indebtedness.

      


      
        	
                 

              	
                (a)

              	
                Each
                  Borrower hereby unconditionally promises to pay, jointly and severally,
                  to
                  the Agent for the account of each Revolving Credit Lender the then
                  unpaid
                  principal amount of each Revolving Credit Advance (plus all accrued
                  and
                  unpaid interest) of such Revolving Credit Lender to Borrowers on
                  the
                  Revolving Credit Maturity Date and on such other dates and in such
                  other
                  amounts as may be required from time to time pursuant to this Agreement.
                  Subject to the terms and conditions hereof, each Revolving Credit
                  Advance
                  shall, from time to time from and after the date of such Advance
                  (until
                  paid), bear interest at its Applicable Interest
                  Rate.

              


      

      


      
        	
                 

              	
                (b)

              	
                Each
                  Revolving Credit Lender shall maintain in accordance with its usual
                  practice an account or accounts evidencing indebtedness of Borrowers
                  to
                  the appropriate lending office of such Revolving Credit Lender
                  resulting
                  from each Revolving Credit Advance made by such lending office
                  of such
                  Revolving Credit Lender from time to time, including the amounts
                  of
                  principal and interest payable thereon and paid to such Revolving
                  Credit
                  Lender from time to time under this
                  Agreement.

              


      

      


      
        	
                 

              	
                (c)

              	
                The
                  Agent shall maintain the Register pursuant to Section 13.8(g),
                  and a
                  subaccount therein for each Revolving Credit Lender, in which Register
                  and
                  subaccounts (taken together) shall be recorded (i) the amount of
                  each
                  Revolving Credit Advance made hereunder, the type thereof and each
                  Eurodollar-Interest Period applicable to any Eurodollar-based Advance,
                  (ii) the amount of any principal or interest due and payable or
                  to become
                  due and payable, jointly and severally from Borrowers to each Revolving
                  Credit Lender hereunder in respect of the Revolving Credit Advances
                  and
                  (iii) both the amount of any sum received by the Agent hereunder
                  from
                  Borrower in respect of the Revolving Credit Advances and each Revolving
                  Credit Lender’s share thereof.

              


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (d)

              	
                The
                  entries made in the Register maintained pursuant to paragraph (c)
                  of this
                  Section 2.2 shall, absent manifest error, to the extent permitted
                  by
                  applicable law, be prima facie evidence of the existence and amounts
                  of
                  the obligations of Borrowers therein recorded; provided,
                  however, that the failure of any Revolving Credit Lender or the
                  Agent to maintain the Register or any account, as applicable, or
                  any error
                  therein, shall not in any manner affect the obligation of Borrowers
                  to
                  repay the Revolving Credit Advances (and all other amounts owing
                  with
                  respect thereto) made to Borrowers by the Revolving Credit Lenders
                  in
                  accordance with the terms of this
                  Agreement.

              


      

      


      
        	
                 

              	
                (e)

              	
                Each
                  Borrower agrees that, upon written request to the Agent by any
                  Revolving
                  Credit Lender, such Borrower will execute and deliver, to such
                  Revolving
                  Credit Lender, at such Borrower’s own expense, a Revolving Credit Note
                  evidencing the outstanding Revolving Credit Advances owing to such
                  Revolving Credit Lender.

              


      

      


      2.3         
           Requests for and Refundings and Conversions of
        Advances.  Borrowers may request an Advance of the
        Revolving Credit, a refund of any Revolving Credit Advance in the same type
        of
        Advance or to convert any Revolving Credit Advance to any other type of
        Revolving Credit Advance only by delivery to Agent of a Request for Revolving
        Credit Advance executed by an Authorized Signer for the Borrower Representative,
        subject to the following:

      


      
        	
                 

              	
                (a)

              	
                each
                  such Request for Revolving Credit Advance shall set forth the information
                  required on the Request for Revolving Credit Advance, including
                  without
                  limitation:

              


      

      


      
        	
                 

              	
                (i)

              	
                the
                  proposed date of such Revolving Credit Advance (or the refunding
                  or
                  conversion of an outstanding Revolving Credit Advance), which must
                  be a
                  Business Day;

              


      

      


      
        	
                 

              	
                (ii)

              	
                whether
                  such Advance is a new Revolving Credit Advance or a refunding or
                  conversion of an outstanding Revolving Credit Advance;
                  and

              


      

      


      
        	
                 

              	
                (iii)

              	
                whether
                  such Revolving Credit Advance is to be a Prime-based Advance or
                  a
                  Eurodollar-based Advance, and, except in the case of a Prime-based
                  Advance, the first Eurodollar-Interest Period applicable thereto,
                  provided, however, that the initial Revolving Credit Advance made
                  under
                  this Agreement shall be a Prime-based Advance, which may then be
                  converted
                  into a Eurodollar-based Advance in compliance with this
                  Agreement.

              


      

      


      
        	
                 

              	
                (b)

              	
                each
                  such Request for Revolving Credit Advance shall be delivered to
                  Agent by
                  12:00 p.m. (Detroit time) three (3) Business Days prior to the
                  proposed
                  date of the Revolving Credit Advance, except in the case of a Prime-based
                  Advance, for which the Request for Revolving Credit Advance must
                  be
                  delivered by 12:00 p.m. (Detroit time) on the proposed date for
                  such
                  Revolving Credit Advance;

              


      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (c)

              	
                on
                  the proposed date of such Revolving Credit Advance, the sum of
                  (x) the
                  aggregate principal amount of all Revolving Credit Advances and
                  Swing Line
                  Advances outstanding on such date (including, without duplication)
                  the
                  Advances that are deemed to be disbursed by Agent under Section
                  3.6(a)
                  hereof in respect of Borrowers’ Reimbursement Obligations hereunder), plus
                  (y) the Letter of Credit Obligations as of such date, in each case
                  after
                  giving effect to all outstanding requests for Revolving Credit
                  Advances
                  and Swing Line Advances and for the issuance of any Letters of
                  Credit,
                  shall not exceed the Revolving Credit Aggregate
                  Commitment;

              


      

      


      
        	
                 

              	
                (d)

              	
                in
                  the case of a Prime-based Advance, the principal amount of the
                  initial
                  funding of such Advance, as opposed to any refunding or conversion
                  thereof, shall be at least $1,000,000 or the remainder available
                  under the
                  Revolving Credit Aggregate Commitment if less than
                  $1,000,000;

              


      

      


      
        	
                 

              	
                (e)

              	
                in
                  the case of a Eurodollar-based Advance, the principal amount of
                  such
                  Advance, plus the amount of any other outstanding Revolving Credit
                  Advance
                  to be then combined therewith having the same Eurodollar-Interest
                  Period,
                  if any, shall be at least $2,000,000 (or a larger integral multiple
                  of
                  $100,000) or the remainder available under the Revolving Credit
                  Aggregate
                  Commitment if less than $2,000,000 and at any one time there shall
                  not be
                  in effect more than three (3) different Eurodollar-Interest
                  Periods;

              


      

      


      
        	
                 

              	
                (f)

              	
                a
                  Request for Revolving Credit Advance, once delivered to Agent,
                  shall not
                  be revocable by Borrowers and shall constitute a certification
                  by
                  Borrowers as of the date thereof
                  that:

              


      

      


      
        	
                 

              	
                (v)

              	
                all
                  conditions to the making of Revolving Credit Advances set forth
                  in this
                  Agreement have been satisfied, and shall remain satisfied to the
                  date of
                  such Revolving Credit Advance (both before and immediately after
                  giving
                  effect to such Revolving Credit
                  Advance);

              


      

      


      
        	
                 

              	
                (vi)

              	
                there
                  is no Default or Event of Default in existence, and none will exist
                  upon
                  the making of such Revolving Credit Advance (both before and immediately
                  after giving effect to such Revolving Credit Advance);
                  and

              


      

      


      
        	
                 

              	
                (vii)

              	
                the
                  representations and warranties of the Credit Parties contained
                  in this
                  Agreement and the other Loan Documents are true and correct in
                  all
                  material respects and shall be true and correct in all material
                  respects
                  as of the date of the making of such Revolving Credit Advance (both
                  before
                  and immediately after giving effect to such Revolving Credit Advance),
                  other than any representation or warranty that expressly speaks
                  only as of
                  a different date;

              


      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      Agent,
        acting on behalf of the Revolving Credit Lenders, may also, at its option,
        lend
        under this Section 2.3 upon the telephone or email request of an Authorized
        Signer of the Borrower Representative to make such requests and, in the event
        Agent, acting on behalf of the Revolving Credit Lenders, makes any such Advance
        upon a telephone or email request, an Authorized Signer shall fax or deliver
        by
        electronic file to Agent, on the same day as such telephone or email request,
        an
        executed Request for Revolving Credit Advance. Each Borrower hereby authorizes
        Agent to disburse Advances under this Section 2.3 pursuant to the telephone
        or
        email instructions of any person purporting to be an Authorized Signer.
        Notwithstanding the foregoing, Borrowers acknowledge that Borrowers shall
        bear
        all risk of loss resulting from disbursements made upon any telephone or
        email
        request. Each telephone or email request for an Advance from an Authorized
        Signer for the Borrower Representative shall constitute a certification by
        the
        Borrowers of the matters set forth in the Request for Revolving Credit Advance
        form as of the date of such requested Advance.

      


      2.4           Disbursement
        of Advances.

      


      (a)           Upon
        receiving any Request for Revolving Credit Advance from Borrowers under Section
        2.3 hereof, Agent shall promptly notify each Revolving Credit Lender by wire,
        telex or telephone (confirmed by wire, telecopy or telex) of the amount of
        such
        Advance being requested and the date such Revolving Credit Advance is to
        be made
        by each Revolving Credit Lender in an amount equal to its Revolving Credit
        Percentage of such Advance. Unless such Revolving Credit Lender’s commitment to
        make Revolving Credit Advances hereunder shall have been suspended or terminated
        in accordance with this Agreement, each such Revolving Credit Lender shall
        make
        available the amount of its Revolving Credit Percentage of each Revolving
        Credit
        Advance in immediately available funds to Agent, as follows:

      


      
        	
                 

              	
                (i)

              	
                for
                  Prime-based Advances, at the office of Agent located at One Detroit
                  Center, Detroit, Michigan 48226, not later than 1:00 p.m. (Detroit
                  time)
                  on the date of such Advance; and

              


      

      


      
        	
                 

              	
                (ii)

              	
                for
                  Eurodollar-based Advances, at the Agent’s Correspondent for the account of
                  the Eurodollar Lending Office of the Agent, not later than 12:00
                  p.m. (the
                  time of the Agent’s Correspondent) on the date of such
                  Advance.

              


      

      


      (b)           Subject
        to submission of an executed Request for Revolving Credit Advance by Borrowers
        without exceptions noted in the compliance certification therein, Agent shall
        make available to Borrowers the aggregate of the amounts so received by it
        from
        the Revolving Credit Lenders in Dollars:

      


      
        	
                 

              	
                (i)

              	
                for
                  Prime-based Advances, not later than 4:00 p.m. (Detroit time) on
                  the date
                  of such Revolving Credit Advance, by credit to an account of Borrowers
                  maintained with Agent or to such other account or third party as
                  Borrowers
                  may reasonably direct in writing, provided such direction is timely
                  given;
                  and

              


      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (ii)

              	
                for
                  Eurodollar-based Advances, not later than 4:00 p.m. (the time of
                  the
                  Agent’s Correspondent) on the date of such Revolving Credit Advance,
                  by
                  credit to an account of Borrowers maintained with Agent’s Correspondent or
                  to such other account or third party as Borrowers may direct, provided
                  such direction is timely given.

              


      

      


      (c)           Agent
        shall deliver the documents and papers received by it for the account of
        each
        Revolving Credit Lender to such Revolving Credit Lender. Unless Agent shall
        have
        been notified by any Revolving Credit Lender prior to the date of any proposed
        Revolving Credit Advance that such Revolving Credit Lender does not intend
        to
        make available to Agent such Revolving Credit Lender’s Percentage of such
        Advance, Agent may assume that such Revolving Credit Lender has made such
        amount
        available to Agent on such date, as aforesaid.  Agent may, but shall
        not be obligated to, make available to Borrowers the amount of such payment
        in
        reliance on such assumption. If such amount is not in fact made available
        to
        Agent by such Revolving Credit Lender, as aforesaid, Agent shall be entitled
        to
        recover such amount on demand from such Revolving Credit Lender. If such
        Revolving Credit Lender does not pay such amount forthwith upon Agent’s demand
        therefor and the Agent has in fact made a corresponding amount available
        to
        Borrowers, the Agent shall promptly notify Borrowers and Borrowers shall
        pay
        such amount to Agent, if such notice is delivered to Borrowers prior to 1:00
        p.m. (Detroit time) on a Business Day, on the day such notice is received,
        and
        otherwise on the next Business Day, and such amount paid by Borrowers shall
        be
        applied as a prepayment of the Revolving Credit (without any corresponding
        reduction in the Revolving Credit Aggregate Commitment), reimbursing Agent
        for
        having funded said amounts on behalf of such Revolving Credit
        Lender.  The Borrowers shall retain their claims against such
        Revolving Credit Lender with respect to the amounts repaid by it to Agent
        and,
        if such Revolving Credit Lender subsequently makes such amounts available
        to
        Agent, Agent shall promptly make such amounts available to the Borrowers
        as a
        Revolving Credit Advance. Agent shall also be entitled to recover from such
        Revolving Credit Lender or Borrowers, as the case may be, but without
        duplication, interest on such amount in respect of each day from the date
        such
        amount was made available by Agent to Borrowers, to the date such amount
        is
        recovered by Agent, at a rate per annum equal to:

      


      
        	
                 

              	
                (i)

              	
                in
                  the case of such Revolving Credit Lender, for the first two (2)
                  Business
                  Days such amount remains unpaid, the Federal Funds Effective Rate,
                  and
                  thereafter, at the rate of interest then applicable to such Revolving
                  Credit Advances; and

              


      

      


      
        	
                 

              	
                (ii)

              	
                in
                  the case of Borrowers, the rate of interest then applicable to
                  such
                  Advance of the Revolving Credit.

              


      

      


      Until
        such Revolving Credit Lender has paid Agent such amount, such Revolving Credit
        Lender shall have no interest in or rights with respect to such Advance for
        any
        purpose whatsoever.  The obligation of any Revolving Credit Lender to
        make any Revolving Credit Advance hereunder shall not be affected by the
        failure
        of any other Revolving Credit Lender to make any Advance hereunder, and no
        Revolving Credit Lender shall have any liability to the Borrowers or any
        of
        their respective Subsidiaries, the Agent, any other Revolving Credit Lender,
        or
        any other party for another Revolving Credit Lender’s failure to make any loan
        or Advance hereunder.


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      


      2.5         
           Swing Line Advances  (a) Commitment.
        The Swing Line Lender may, on the terms and subject to the conditions
        hereinafter set forth (including without limitation Section 2.5(c) hereof),
        but
        shall not be required to, make one or more Advances (each such advance being
        a
“Swing Line Advance”) to the Borrowers from time to time on any Business Day
        during the period from the Effective Date hereof until (but excluding) the
        Revolving Credit Maturity Date in an aggregate amount not to exceed at any
        one
        time outstanding the Swing Line Maximum Amount. Subject to the terms set
        forth
        herein, advances, repayments and readvances may be made under the Swing
        Line.

      


      
        	
                 

              	
                (b)

              	
                Accrual
                  of Interest and Maturity; Evidence of
                  Indebtedness.

              


      

      


      
        	
                 

              	
                (i)

              	
                Swing
                  Line Lender shall maintain in accordance with its usual practice
                  an
                  account or accounts evidencing indebtedness of the Borrowers to
                  Swing Line
                  Lender resulting from each Swing Line Advance from time to time,
                  including
                  the amount and date of each Swing Line Advance, its Applicable
                  Interest
                  Rate, its Interest Period, if any, and the amount and date of any
                  repayment made on any Swing Line Advance from time to time. The
                  entries
                  made in such account or accounts of Swing Line Lender shall be
                  prima facie
                  evidence, absent manifest error, of the existence and amounts of
                  the
                  obligations of the Borrowers therein recorded; provided, however,
                  that the
                  failure of Swing Line Lender to maintain such account, as applicable,
                  or
                  any error therein, shall not in any manner affect the obligation
                  of the
                  Borrowers to repay the Swing Line Advances (and all other amounts
                  owing
                  with respect thereto) in accordance with the terms of this
                  Agreement.

              


      

      


      
        	
                 

              	
                (ii)

              	
                Each
                  Borrower agrees that, upon the written request of Swing Line Lender,
                  the
                  Borrowers will execute and deliver to Swing Line Lender a Swing
                  Line
                  Note.

              


      

      


      
        	
                 

              	
                (iii)

              	
                Each
                  Borrower unconditionally promises to pay, jointly and severally,
                  to the
                  Swing Line Lender the then unpaid principal amount of such Swing
                  Line
                  Advance (plus all accrued and unpaid interest) on the Revolving
                  Credit
                  Maturity Date and on such other dates and in such other amounts
                  as may be
                  required from time to time pursuant to this Agreement.  Subject
                  to the terms and conditions hereof, each Swing Line Advance shall,
                  from
                  time to time after the date of such Advance (until paid), bear
                  interest at
                  its Applicable Interest Rate.

              


      

      


      
        	
                 

              	
                (c)

              	
                Requests
                  for Swing Line Advances.  Borrowers may request a Swing Line
                  Advance by the delivery to Swing Line Lender of a Request for Swing
                  Line
                  Advance executed by an Authorized Signer for the Borrower Representative,
                  subject to the following:

              


      

      


      
        	
                 

              	
                (i)

              	
                each
                  such Request for Swing Line Advance shall set forth the information
                  required on the Request for Advance, including without limitation,
                  (A) the
                  proposed date of such Swing Line Advance, which must be a Business
                  Day,
                  (B) whether such Swing Line Advance is to be a Prime-based Advance
                  or a
                  Quoted Rate Advance, and (C) in the case of a Quoted Rate Advance,
                  the
                  duration of the Interest Period applicable
                  thereto;

              


      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (ii)

              	
                on
                  the proposed date of such Swing Line Advance, after giving effect
                  to all
                  outstanding requests for Swing Line Advances made by Borrowers
                  as of the
                  date of determination, the aggregate principal amount of all Swing
                  Line
                  Advances outstanding on such date shall not exceed the Swing Line
                  Maximum
                  Amount;

              


      

      


      
        	
                 

              	
                (iii)

              	
                on
                  the proposed date of such Swing Line Advance, after giving effect
                  to all
                  outstanding requests for Revolving Credit Advances and Swing Line
                  Advances
                  and Letters of Credit requested by the Borrowers on such date of
                  determination (including, without duplication, Advances that are
                  deemed
                  disbursed pursuant to Section 3.6(a) hereof in respect of the Borrowers’
                  Reimbursement Obligations hereunder), the sum of (x) the aggregate
                  principal amount of all Revolving Credit Advances and the Swing
                  Line
                  Advances outstanding on such date plus (y) the Letter of Credit
                  Obligations on such date shall not exceed the Revolving Credit
                  Aggregate
                  Commitment;

              


      

      


      
        	
                 

              	
                (iv)

              	
                (A)
                  in the case of a Swing Line Advance that is a Prime-based Advance,
                  the
                  principal amount of the initial funding of such Advance, as opposed
                  to any
                  refunding or conversion thereof, shall be
                  at least Two Hundred Fifty Thousand Dollars ($250,000) or such
                  lesser
                  amount as may be agreed to by the Swing Line Lender, and (B) in
                  the case
                  of a Swing Line Advance that is a Quoted Rate Advance, the principal
                  amount of such Advance, plus any other outstanding Swing Line Advances
                  to
                  be then combined therewith having the same Interest Period, if
                  any, shall
                  be at least Two Hundred Fifty Thousand Dollars ($250,000) or such
                  lesser
                  amount as may be agreed to by the Swing Line Lender, and at any
                  time there
                  shall not be in effect more than three (3) Interest Rates and Interest
                  Periods;

              


      

      


      
        	
                 

              	
                (v)

              	
                each
                  such Request for Swing Line Advance shall be delivered to the Swing
                  Line
                  Lender by 3:00 p.m. (Detroit time) on the proposed date of the
                  Swing Line
                  Advance;

              


      

      


      
        	
                 

              	
                (vi)

              	
                each
                  Request for Swing Line Advance, once delivered to Swing Line Lender,
                  shall
                  not be revocable by Borrowers, and shall constitute and include
                  a
                  certification by Borrowers as of the date thereof
                  that:

              


      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (A)

              	
                all
                  conditions to the making of Swing Line Advances set forth in this
                  Agreement shall have been satisfied and shall remain satisfied
                  to the date
                  of such Swing Line Advance (both before and immediately after giving
                  effect to such Swing Line Advance);

              


      

      


      
        	
                 

              	
                (B)

              	
                there
                  is no Default or Event of Default in existence, and none will exist
                  upon
                  the making of such Swing Line Advance (both before and immediately
                  after
                  giving effect to such Swing Line Advance);
                  and

              


      

      


      
        	
                 

              	
                (C)

              	
                the
                  representations and warranties of the Credit Parties contained
                  in this
                  Agreement and the other Loan Documents are true and correct in
                  all
                  material respects and shall be true and correct in all material
                  respect as
                  of the date of the making of such Swing Line Advance (both before
                  and
                  immediately after giving effect to such Swing Line Advance), other
                  than
                  any representation or warranty that expressly speaks only as of
                  a
                  different date;

              


      

      


      
        	
                 

              	
                (vii)

              	
                At
                  the option of the Agent, subject to revocation by Agent at any
                  time and
                  from time to time and so long as the Agent is the Swing Line Lender,
                  Borrowers may utilize the Agent’s “Sweep to Loan” automated system for
                  obtaining Swing Line Advances and making periodic repayments. At
                  any time
                  during which the “Sweep to Loan” system is in effect, Swing Line Advances
                  shall be advanced to fund borrowing needs pursuant to the terms
                  of the
                  Sweep Agreement. Each time a Swing Line Advance is made using the
“Sweep
                  to Loan” system, Borrowers shall be deemed to have certified to the Agent
                  and the Lenders each of the matters set forth in clause (vi) of
                  this
                  Section 2.5(b).  Principal and interest on Swing Line Advances
                  requested, or deemed requested, pursuant to this Section shall
                  be paid
                  pursuant to the terms and conditions of the Sweep Agreement without
                  any
                  deduction, setoff or counterclaim whatsoever.  Unless sooner
                  paid pursuant to the provisions hereof or the provisions of the
                  Sweep
                  Agreement, the principal amount of the Swing Loans shall be paid
                  in full,
                  together with accrued interest thereon, on the Revolving Credit
                  Maturity
                  Date.  Agent may suspend or revoke Borrowers’ privilege to use
                  the “Sweep to Loan” system at any time and from time to time for any
                  reason and, immediately upon any such revocation, the “Sweep to Loan”
                  system shall no longer be available to Borrowers for the funding
                  of Swing
                  Line Advances hereunder (or otherwise), and the regular procedures
                  set
                  forth in this Section 2.5 for the making of Swing Line Advances
                  shall be
                  deemed immediately to apply. Agent may, at its option, also elect
                  to make
                  Swing Line Advances upon the Borrower Representative’s telephone requests
                  on the basis set forth in the last paragraph of Section 2.3, provided
                  that
                  the Borrowers comply with the provisions set forth in this Section
                  2.5.

              


      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      


      
        	
                 

              	
                (d)

              	
                Disbursement
                  of Swing Line Advances.  Upon receiving any executed Request
                  for Swing Line Advance from the Borrowers and the satisfaction
                  of the
                  conditions set forth in Section 2.5(c) hereof, Swing Line Lender
                  shall
                  make available to Borrowers the amount so requested in Dollars
                  not later
                  than 4:00 p.m. (Detroit time) on the date of such Advance, by credit
                  to an
                  account of Borrowers maintained with Agent or to such other account
                  or
                  third party as the Borrowers may reasonably direct in writing,
                  subject to
                  applicable law, provided such direction is timely given. Swing
                  Line Lender
                  shall promptly notify Agent of any Swing Line Advance by telephone,
                  telex
                  or telecopier.

              


      

      


      
        	
                 

              	
                (e)

              	
                Refunding
                  of or Participation Interest in Swing Line
                  Advances.

              


      

      


      
        	
                 

              	
                (i)

              	
                The
                  Agent, at any time in its sole and absolute discretion, may, in
                  each case
                  on behalf of the Borrowers (which hereby irrevocably directs the
                  Agent to
                  act on their behalf) request each of the Revolving Credit Lenders
                  (including the Swing Line Lender in its capacity as a Revolving
                  Credit
                  Lender) to make an Advance of the Revolving Credit to Borrowers,
                  in an
                  amount equal to such Revolving Credit Lender’s Revolving Credit Percentage
                  of the aggregate principal amount of the Swing Line Advances outstanding
                  on the date such notice is given (the “Refunded Swing Line Advances”);
                  provided however that the Swing Line Advances carried at the Quoted
                  Rate
                  which are refunded with Revolving Credit Advances at the request
                  of the
                  Swing Line Lender at a time when no Default or Event of Default
                  has
                  occurred and is continuing shall not be subject to Section 11.1
                  and no
                  losses, costs or expenses may be assessed by the Swing Line Lender
                  against
                  the Borrowers or the Revolving Credit Lenders as a consequence
                  of such
                  refunding. The applicable Revolving Credit Advances used to refund
                  any
                  Swing Line Advances shall be Prime-based Advances. In connection
                  with the
                  making of any such Refunded Swing Line Advances or the purchase
                  of a
                  participation interest in Swing Line Advances under Section 2.5(e)(ii)
                  hereof, the Swing Line Lender shall retain its claim against Borrowers
                  for
                  any unpaid interest or fees in respect thereof accrued to the date
                  of such
                  refunding. Unless any of the events described in Section 9.1(i)
                  hereof
                  shall have occurred (in which event the procedures of Section 2.5(e)(ii)
                  shall apply) and regardless of whether the conditions precedent
                  set forth
                  in this Agreement to the making of a Revolving Credit Advance are
                  then
                  satisfied (but subject to Section 2.5(e)(iii)), each Revolving
                  Credit
                  Lender shall make the proceeds of its Revolving Credit Advance
                  available
                  to the Agent for the benefit of the Swing Line Lender at the office
                  of the
                  Agent specified in Section 2.4(a) hereof prior to 11:00 a.m. Detroit
                  time
                  on the Business Day next succeeding the date such notice is given,
                  in
                  immediately available funds. The proceeds of such Revolving Credit
                  Advances shall be immediately applied to repay the Refunded Swing
                  Line
                  Advances, subject to Section 11.1
                  hereof.

              


      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (ii)

              	
                If,
                  prior to the making of an Advance of the Revolving Credit pursuant
                  to
                  Section 2.5(e)(i) hereof, one of the events described in Section
                  9.1(i)
                  hereof shall have occurred, each Revolving Credit Lender will,
                  on the date
                  such Advance of the Revolving Credit was to have been made, purchase
                  from
                  the Swing Line Lender an undivided participating interest in each
                  Swing
                  Line Advance that was to have been refunded in an amount equal
                  to its
                  Revolving Credit Percentage of such Swing Line Advance. Each Revolving
                  Credit Lender within the time periods specified in Section 2.5(e)(i)
                  hereof, as applicable, shall immediately transfer to the Agent,
                  for the
                  benefit of the Swing Line Lender, in immediately available funds,
                  an
                  amount equal to its Revolving Credit Percentage of the aggregate
                  principal
                  amount of all Swing Line Advances outstanding as of such
                  date.  Upon receipt thereof, the Agent will deliver to such
                  Revolving Credit Lender a Swing Line Participation Certificate
                  evidencing
                  such participation.

              


      

      


      
        	
                 

              	
                (iii)

              	
                Each
                  Revolving Credit Lender’s obligation to make Revolving Credit Advances to
                  refund Swing Line Advances, and to purchase participation interests,
                  in
                  accordance with Section 2.5(e)(i) and (ii), respectively, shall
                  be
                  absolute and unconditional and shall not be affected by any circumstance,
                  including, without limitation, (A) any set-off, counterclaim, recoupment,
                  defense or other right which such Revolving Credit Lender may have
                  against
                  Swing Line Lender, Borrowers or any other Person for any reason
                  whatsoever; (B) the occurrence or continuance of any Default or
                  Event of
                  Default; (C) any adverse change in the condition (financial or
                  otherwise)
                  of Borrowers or any other Person; (D) any breach of this Agreement
                  or any
                  other Loan Document by Borrowers or any other Person; (E) any inability
                  of
                  Borrowers to satisfy the conditions precedent to borrowing set
                  forth in
                  this Agreement on the date upon which such Revolving Credit Advance
                  is to
                  be made or such participating interest is to be purchased; (F)
                  the
                  termination of the Revolving Credit Aggregate Commitment hereunder;
                  or (G)
                  any other circumstance, happening or event whatsoever, whether
                  or not
                  similar to any of the foregoing. If any Revolving Credit Lender
                  does not
                  make available to the Agent the amount required pursuant to Section
                  2.5(e)(i) or (ii) hereof, as the case may be, the Agent on behalf
                  of the
                  Swing Line Lender, shall be entitled to recover such amount on
                  demand from
                  such Revolving Credit Lender, together with interest thereon for
                  each day
                  from the date of non-payment until such amount is paid in full
                  (x) for the
                  first two (2) Business Days such amount remains unpaid, at the
                  Federal
                  Funds Effective Rate and (y) thereafter, at the rate of interest
                  then
                  applicable to such Swing Line Advances. The obligation of any Revolving
                  Credit Lender to make available its pro rata portion of the amounts
                  required pursuant to Section 2.5(e)(i) or (ii) hereof shall not
                  be
                  affected by the failure of any other Revolving Credit Lender to
                  make such
                  amounts available, and no Revolving Credit Lender shall have any
                  liability
                  to any Credit Party, the Agent, the Swing Line Lender, or any other
                  Revolving Credit Lender or any other party for another Revolving
                  Credit
                  Lender’s failure to make available the amounts required under Section
                  2.5(e)(i) or (ii) hereof.

              


      


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (iv)

              	
                Notwithstanding
                  the foregoing, no Revolving Credit Lender shall be required to
                  make any
                  Revolving Credit Advance to refund a Swing Line Advance or to purchase
                  a
                  participation in a Swing Line Advance if at least two (2) Business
                  Days
                  prior to the making of such Swing Line Advance by the Swing Line
                  Lender,
                  the officers of the Swing Line Lender immediately responsible for
                  matters
                  concerning this Agreement shall have received written notice from
                  Agent or
                  any Lender that Swing Line Advances should be suspended based on
                  the
                  occurrence and continuance of a Default or Event of Default and
                  stating
                  that such notice is a “notice of default”; provided, however that the
                  obligation of  the Revolving Credit Lenders to make such
                  Revolving Credit Advances (or purchase such participations) shall
                  be
                  reinstated upon the date on which such Default or Event of Default
                  has
                  been waived by the requisite
                  Lenders.

              


      

      


      2.6            
         Interest
        Payments; Default Interest

      


      (a)           Interest
        on the unpaid balance of all Prime-based Advances of the Revolving Credit
        and
        the Swing Line from time to time outstanding shall accrue from the date of
        such
        Advance to the date repaid, at a per annum interest rate equal to the
        Prime-based Rate, and shall be payable in immediately available funds commencing
        on December 1, and on the first day of each calendar month thereafter. Whenever
        any payment under this Section 2.6(a) shall become due on a day which is
        not a
        Business Day, the date for payment thereof shall be extended to the next
        Business Day. Interest accruing at the Prime-based Rate shall be computed
        on the
        basis of a 360 day year and assessed for the actual number of days elapsed,
        and
        in such computation effect shall be given to any change in the interest rate
        resulting from a change in the Prime-based Rate on the date of such change
        in
        the Prime-based Rate.

      


      (b)           Interest
        on each Eurodollar-based Advance of the Revolving Credit shall accrue at
        its
        Eurodollar-based Rate and shall be payable in immediately available funds
        on the
        last day of the Eurodollar-Interest Period applicable thereto (and, if any
        Eurodollar-Interest Period shall exceed three months, then on the last Business
        Day of the third month of such Eurodollar-Interest Period, and at three month
        intervals thereafter). Interest accruing at the Eurodollar-based Rate shall
        be
        computed on the basis of a 360 day year and assessed for the actual number
        of
        days elapsed from the first day of the Eurodollar-Interest Period applicable
        thereto to but not including the last day thereof.


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      (c)           Interest
        on each Quoted Rate Advance of the Swing Line shall accrue at its Quoted
        Rate
        and shall be payable in immediately available funds on the last day of the
        Interest Period applicable thereto. Interest accruing at the Quoted Rate
        shall
        be computed on the basis of a 360-day year and assessed for the actual number
        of
        days elapsed from the first day of the Interest Period applicable thereto
        to,
        but not including, the last day thereof.

      


      (d)           Notwithstanding
        anything to the contrary in the preceding sections, all accrued and unpaid
        interest on any Revolving Credit Advance refunded or converted pursuant to
        Section 2.3 hereof and any Swing Line Advance refunded pursuant to Section
        2.5(e) hereof, shall be due and payable in full on the date such Advance
        is
        refunded or converted.

      


      (e)           In
        the case of any Event of Default under Section 9.1(i), immediately upon the
        occurrence thereof, and in the case of any other Event of Default, immediately
        upon receipt by Agent of notice from the Majority Revolving Credit Lenders,
        interest shall be payable on demand on all Revolving Credit Advances and
        Swing
        Line Advances from time to time outstanding at a per annum rate equal to
        the
        Applicable Interest Rate in respect of each such Advance plus, in the case
        of
        Eurodollar-based Advances and Quoted Rate Advances, two percent (2%) for
        the
        remainder of the then existing Interest Period, if any, and at all other
        such
        times, and for all Prime-based Advances from time to time outstanding, at
        a per
        annum rate equal to the Prime-based Rate plus two percent (2%).

      


      2.7       
             Optional Prepayments.

      


      (a)           (i)
        The Borrowers may prepay all or part of the outstanding principal of any
        Prime-based Advance(s) of the Revolving Credit at any time, provided that,
        unless the “Sweep to Loan” system shall be in effect in respect of the Revolving
        Credit, after giving effect to any partial prepayment, the aggregate balance
        of
        Prime-based Advance(s) of the Revolving Credit remaining outstanding shall
        be at
        least One Million Dollars ($1,000,000), and (ii) subject to Section 2.10(c)
        hereof, the Borrowers may prepay all or part of the outstanding principal
        of any
        Eurodollar-based Advance of the Revolving Credit at any time (subject to
        not
        less than five (5) Business Day’s notice to Agent) provided that, after giving
        effect to any partial prepayment, the unpaid portion of such Advance which
        is to
        be refunded or converted under Section 2.3 hereof shall be at least Two Million
        Five Hundred Thousand Dollars ($2,500,000).

      


      (b)           (i)
        The Borrowers may prepay all or part of the outstanding principal of any
        Swing
        Line Advance carried at the Prime-based Rate at any time, provided that after
        giving effect to any partial prepayment, the aggregate balance of such
        Prime-based Swing Line Advances remaining outstanding shall be at least One
        Hundred Thousand Dollars ($100,000) and (ii) subject to Section 2.10(c) hereof,
        the Borrowers may prepay all or part of the outstanding principal of any
        Swing
        Line Advance carried at the Quoted Rate at any time (subject to not less
        than
        one (1) day’s notice to the Swing Line Lender) provided that after giving effect
        to any partial prepayment, the aggregate balance of such Quoted Rate Swing
        Line
        Advances remaining outstanding shall be at least Two Hundred Fifty Thousand
        Dollars ($250,000).


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      (c)           Any
        prepayment of a Prime-based Advance made in accordance with this Section
        shall
        be without premium or penalty and any prepayment of any other type of Advance
        shall be subject to the provisions of Section 11.1 hereof, but otherwise
        without
        premium or penalty.

      


      2.8       
             Prime-based Advance in Absence of Election or
        Upon Default.  If, (a) as to any outstanding Eurodollar-based
        Advance of the Revolving Credit or any outstanding Quoted Rate Advance of
        the
        Swing Line, Agent has not received payment of all outstanding principal and
        accrued interest on the last day of the Interest Period applicable thereto,
        or
        does not receive a timely Request for Advance meeting the requirements of
        Section 2.3 or 2.5 hereof with respect to the refunding or conversion of
        such
        Advance, or (b) if on the last day of the
        applicable Interest Period a Default or an Event of Default shall have occurred
        and be continuing, then, on the last day of the applicable Interest Period
        the
        principal amount of any Eurodollar-based Advance or Quoted Rate Advance,
        as the
        case may be, which has not been prepaid shall, absent a contrary election
        of the
        Majority Revolving Credit Lenders, be converted automatically to a Prime-based
        Advance and the Agent shall thereafter promptly notify Borrowers of said
        action.  All accrued and unpaid interest on any Advance converted to a
        Prime-based Advance under this Section 2.8 shall be due and payable in full
        on
        the date such Advance is converted.

      


       

      2.9        
            Revolving Credit Facility
        Fee.  From the Effective Date to the Revolving Credit
        Maturity Date, the Borrowers shall pay, jointly and severally, to the Agent
        for
        distribution to the Lenders pro-rata in accordance with their respective
        Percentages, a Revolving Credit Facility Fee quarterly in arrears commencing
        January 1, 2008 and on the first day of each calendar quarter thereafter
        (in
        respect of the prior three months or any portion thereof). The Revolving
        Credit
        Facility Fee payable to each Lender shall be determined by multiplying the
        Applicable Fee Percentage times such Lender’s Revolving Credit Percentage of the
        Revolving Credit Aggregate Commitment then in effect (whether used or unused).
        The Revolving Credit Facility Fee shall be computed on the basis of a year
        of
        three hundred sixty (360) days and assessed for the actual number of days
        elapsed. Whenever any payment of the Revolving Credit Facility Fee shall
        be due
        on a day which is not a Business Day, the date for payment thereof shall
        be
        extended to the next Business Day. Upon receipt of such payment, Agent shall
        make prompt payment to each Lender of its share of the Revolving Credit Facility
        Fee based upon its respective Percentage. It is expressly understood that
        the
        Revolving Credit Facility Fees described in this Section are not
        refundable.

      


      2.10           Mandatory
        Repayment of Revolving Credit Advances.

      


      (a)           If
        at any time and for any reason the aggregate outstanding principal amount
        of
        Revolving Credit Advances plus Swing Line Advances, plus the outstanding
        Letter
        of Credit Obligations, shall exceed the Revolving Credit Aggregate Commitment,
        Borrowers shall immediately reduce any pending request for a Revolving Credit
        Advance on such day by the amount of such excess and, to the extent any excess
        remains thereafter, repay any Revolving Credit Advances and Swing Line Advances
        in an amount equal to the lesser of the outstanding amount of such Advances
        and
        the amount of such remaining excess, with such amounts to be applied between
        the
        Revolving Credit Advances and Swing Line Advances as determined by the Agent
        and
        then, to the extent that any excess remains after payment in full of all
        Revolving Credit Advances and Swing Line Advances, to provide cash collateral
        in
        support of any Letter of Credit Obligations in an amount equal to the lesser
        of
        (x) 105% of the amount of such Letter of Credit Obligations and (y) the amount
        of such remaining excess, with such cash collateral to be provided on the
        basis
        set forth in Section 9.2 hereof. Each Borrower acknowledges that, in connection
        with any repayment required hereunder, it shall also be responsible for the
        reimbursement of any prepayment or other costs required under Section 11.1
        hereof.  Any payments made pursuant to this Section shall be applied
        first to outstanding Prime-based Advances under the Revolving Credit, next
        to
        Swing Line Advances carried at the Prime-based Rate and then to Eurodollar-based
        Advances of the Revolving Credit, and then to Swing Line Advances carried
        at the
        Quoted Rate.


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      (b)           Intentionally
        omitted.

      


      (c)           To
        the extent that, on the date any mandatory repayment of the Revolving Credit
        Advances under this Section 2.10 or payment pursuant to the terms of any
        of the
        Loan Documents is due, the Indebtedness under the Revolving Credit or any
        other
        Indebtedness to be prepaid is being carried, in whole or in part, at the
        Eurodollar-based Rate and no Default or Event of Default has occurred and
        is
        continuing, Borrowers may deposit the amount of such mandatory prepayment
        in a
        cash collateral account to be held by the Agent, for and on behalf of the
        Revolving Credit Lenders, on such terms and conditions as are reasonably
        acceptable to Agent and upon such deposit the obligation of Borrowers to
        make
        such mandatory prepayment shall be deemed satisfied. Subject to the terms
        and
        conditions of said cash collateral account, sums on deposit in said cash
        collateral account shall be applied (until exhausted) to reduce the principal
        balance of the Revolving Credit on the last day of each Eurodollar-Interest
        Period attributable to the Eurodollar-based Advances of such Revolving Advance,
        thereby avoiding breakage costs under Section 11.1 hereof; provided, however,
        that if a Default or Event of Default shall have occurred at any time while
        sums
        are on deposit in the cash collateral account, Agent may, in its sole
        discretion, elect to apply such sums to reduce the principal balance of such
        Eurodollar-based Advances prior to the last day of the applicable
        Eurodollar-Interest Period, and the Borrowers will be obligated to pay any
        resulting breakage costs under Section 11.1.

      


      2.11           Optional
        Reduction or Termination of Revolving Credit Aggregate Commitment.
Borrowers may, upon at least five (5) Business Days’ prior written notice to
        the Agent, permanently reduce the Revolving Credit Aggregate Commitment in
        whole
        at any time, or in part from time to time, without premium or penalty, provided
        that: (i) each partial reduction of the Revolving Credit Aggregate Commitment
        shall be in an aggregate amount equal to One Million Dollars ($1,000,000)
        or a
        larger integral multiple of One Hundred Thousand Dollars ($100,000); (ii)
        each
        reduction shall be accompanied by the payment of the Revolving Credit Facility
        Fee, if any, accrued and unpaid to the date of such reduction; (iii) Borrowers
        shall prepay in accordance with the terms hereof the amount, if any, by which
        the aggregate unpaid principal amount of Revolving Credit Advances and Swing
        Line Advances (including, without duplication, any deemed Advances made under
        Section 3.6 hereof) outstanding hereunder, plus the Letter of Credit
        Obligations, exceeds the amount of the then applicable Revolving Credit
        Aggregate Commitment as so reduced, together with interest thereon to the
        date
        of prepayment; (iv) no reduction shall reduce the Revolving Credit Aggregate
        Commitment to an amount which is less than the aggregate undrawn amount of
        any
        Letters of Credit outstanding at such time; and (v) no such reduction shall
        reduce the Swing Line Maximum Amount unless Borrowers so elect, provided
        that
        the Swing Line Maximum Amount shall at no time be greater than the Revolving
        Credit Aggregate Commitment; provided, however that if the termination or
        reduction of the Revolving Credit Aggregate Commitment requires the prepayment
        of a Eurodollar-based Advance or a Quoted Rate Advance and such termination
        or
        reduction is made on a day other than the last Business Day of the then current
        Interest Period applicable to such Eurodollar-based Advance or such Quoted
        Rate
        Advance, then, pursuant to Section 11.1, Borrowers shall compensate the
        Revolving Credit Lenders and/or the Swing Line Lender for any losses or,
        so long
        as no Default or Event of Default has occurred and is continuing, Borrowers
        may
        deposit the amount of such prepayment in a collateral account as provided
        in
        Section 2.10(c). Reductions of the Revolving Credit Aggregate Commitment
        and any
        accompanying prepayments of Advances of the Revolving Credit shall be
        distributed by Agent to each Revolving Credit Lender in accordance with such
        Revolving Credit Lender’s Revolving Percentage thereof, and will not be
        available for reinstatement by or readvance to Borrowers and any accompanying
        prepayments of Advances of the Swing Line shall be distributed by Agent to
        the
        Swing Line Lender and will not be available for reinstatement by or readvance
        to
        the Borrowers. Any reductions of the Revolving Credit Aggregate Commitment
        hereunder shall reduce each Revolving Credit Lender’s portion thereof
        proportionately (based on the applicable Percentages), and shall be permanent
        and irrevocable. Any payments made pursuant to this Section shall be applied
        first to outstanding Prime-based Advances under the Revolving Credit, next
        to
        Swing Line Advances carried at the Prime-based Rate and then to Eurodollar-based
        Advances of the Revolving Credit, and then to Swing Line Advances carried
        at the
        Quoted Rate.


      
        
          
          

        

        
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      2.12           Use
        of Proceeds of Advances.  Advances of the Revolving Credit shall
        be used to finance working capital, to refinance existing Debt and to consummate
        the Acquisition and other lawful corporate purposes.

      


      
        	
                3.

              	
                LETTERS
                  OF CREDIT.

              


      

      


      3.1        
            Letters of Credit.  Subject to the
        terms and conditions of this Agreement, Issuing Lender may through the Issuing
        Office, at any time and from time to time from and after the date hereof
        until
        thirty (30) days prior to the Revolving Credit Maturity Date, upon the written
        request of Borrowers accompanied by a duly executed Letter of Credit Agreement
        and such other documentation related to the requested Letter of Credit as
        the
        Issuing Lender may require, issue Letters of Credit in Dollars for the account
        of Borrowers, in an aggregate amount for all Letters of Credit issued hereunder
        at any one time outstanding not to exceed the Letter of Credit Maximum Amount.
        Each Letter of Credit shall be in a minimum face amount of One Hundred Thousand
        Dollars ($100,000) (or such lesser amount as may be agreed to by Issuing
        Lender)
        and each Letter of Credit (including any renewal thereof) shall expire not
        later
        than the first to occur of (i) thirteen months after the date of issuance
        thereof and (ii) ten (10) Business Days prior to the Revolving Credit Maturity
        Date in effect on the date of issuance thereof, provided, however, with the
        consent of the Issuing Lender, a Letter of Credit may provide that such Letter
        of Credit shall automatically renew at the end of such term unless Issuing
        Lender shall have given written notice at least thirty (30) days prior to
        the
        expiration of such Letter of Credit.  The submission of all
        applications in respect of and the issuance of each Letter of Credit hereunder
        shall be subject in all respects to the International Standby Practices 98,
        and
        any successor documentation thereto and to the extent not inconsistent
        therewith, the laws of the State of Michigan. In the event of any conflict
        between this Agreement and any Letter of Credit Document other than any Letter
        of Credit, this Agreement shall control.


      
        
          
          

        

        
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      3.2         
           Conditions to Issuance.  No Letter of Credit
        shall be issued at the request and for the account of Borrowers unless, as
        of
        the date of issuance of such Letter of Credit:

      


      
        	
                 

              	
                (a)

              	
                (i)
                  after giving effect to the Letter of Credit requested, the Letter
                  of
                  Credit Obligations do not exceed the Letter of Credit Maximum Amount;
                  and
                  (ii) after giving effect to the Letter of Credit requested, the
                  Letter of
                  Credit Obligations on such date plus the aggregate amount of all
                  Revolving
                  Credit Advances and Swing Line Advances (including all Advances
                  deemed
                  disbursed by Agent under Section 3.6(a) hereof in respect of Borrowers’
                  Reimbursement Obligations) hereunder requested or outstanding on
                  such date
                  do not exceed the Revolving Credit Aggregate
                  Commitment;

              


      

      


      
        	
                 

              	
                (b)

              	
                the
                  representations and warranties of the Credit Parties contained
                  in this
                  Agreement and the other Loan Documents are true and correct in
                  all
                  material respects and shall be true and correct in all material
                  respects
                  as of date of the issuance of such Letter of Credit (both before
                  and
                  immediately after the issuance of such Letter of Credit), other
                  than any
                  representation or warranty that expressly speaks only as of a different
                  date;

              


      

      


      
        	
                 

              	
                (c)

              	
                there
                  is no Default or Event of Default in existence, and none will exist
                  upon
                  the issuance of such Letter of
                  Credit;

              


      

      


      
        	
                 

              	
                (d)

              	
                Borrowers
                  shall have delivered to Issuing Lender at its Issuing Office, not
                  less
                  than three (3) Business Days prior to the requested date for issuance
                  (or
                  such shorter time as the Issuing Lender, in its sole discretion,
                  may
                  permit), the Letter of Credit Agreement related thereto, together
                  with
                  such other documents and materials as may be required pursuant
                  to the
                  terms thereof, and the terms of the proposed Letter of Credit shall
                  be
                  reasonably satisfactory to Issuing
                  Lender;

              


      

      


      
        	
                 

              	
                (e)

              	
                no
                  order, judgment or decree of any court, arbitrator or governmental
                  authority shall purport by its terms to enjoin or restrain Issuing
                  Lender
                  from issuing the Letter of Credit requested, or any Revolving Credit
                  Lender from taking an assignment of its Revolving Credit Percentage
                  thereof pursuant to Section 3.6 hereof, and no law, rule, regulation,
                  request or directive (whether or not having the force of law) shall
                  prohibit the Issuing Lender from issuing, or any Revolving Credit
                  Lender
                  from taking an assignment of its Revolving Credit Percentage of,
                  the
                  Letter of Credit requested or letters of credit
                  generally;

              


      

      


      
        	
                 

              	
                (f)

              	
                there
                  shall have been (i) no introduction of or change in the interpretation
                  of
                  any law or regulation, (ii) no declaration of a general banking
                  moratorium
                  by banking authorities in the United States, Michigan or the respective
                  jurisdictions in which the Revolving Credit Lenders, the Borrowers
                  and the
                  beneficiary of the requested Letter of Credit are located, and
                  (iii) no
                  establishment of any new restrictions by any central bank or other
                  governmental agency or authority on transactions involving letters
                  of
                  credit or on banks generally that, in any case described in this
                  clause
                  (e), would make it unlawful or unduly burdensome for the Issuing
                  Lender to
                  issue or any Revolving Credit Lender to take an assignment of its
                  Revolving Credit Percentage of the requested Letter of Credit or
                  letters
                  of credit generally; and

              


      


      
        
          
          

        

        
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                (g)

              	
                Issuing
                  Lender shall have received the issuance fees required in connection
                  with
                  the issuance of such Letter of Credit pursuant to Section 3.4
                  hereof.

              


      

      


      Each
        Letter of Credit Agreement submitted to Issuing Lender pursuant hereto shall
        constitute the certification by Borrowers of the matters set forth in Sections
        5.2 hereof. The Agent shall be entitled to rely on such certification without
        any duty of inquiry.

      


      3.3      
              Notice.  The Issuing
        Lender shall deliver to the Agent, concurrently with or promptly following
        its
        issuance of any Letter of Credit, a true and complete copy of each Letter
        of
        Credit. Promptly upon its receipt thereof, Agent shall give notice,
        substantially in the form attached as Exhibit E, to each Revolving Credit
        Lender
        of the issuance of each Letter of Credit, specifying the amount thereof and
        the
        amount of such Revolving Credit Lender’s Percentage thereof.

      


      3.4         
           Letter of Credit Fees; Increased
        Costs.  (a)  Borrowers shall pay letter of credit fees
        as follows:

      


      
        	
                 

              	
                (i)

              	
                A
                  per annum letter of credit fee with respect to the undrawn amount
                  of each
                  Letter of Credit issued pursuant hereto (based on the amount of
                  each
                  Letter of Credit) in the amount of the Applicable Fee Percentage
                  (determined with reference to Schedule 1.1 to this Agreement) shall
                  be
                  paid to the Agent for distribution to the Revolving Credit Lenders
                  in
                  accordance with their Percentages.

              


      

      


      
        	
                 

              	
                (ii)

              	
                A
                  letter of credit facing fee on the face amount of each Letter of
                  Credit
                  shall be paid to the Agent for distribution to the Issuing Lender
                  for its
                  own account, in accordance with the terms of the applicable Fee
                  Letter.

              


      

      


      
        	
                 

              	
                (b)

              	
                All
                  payments by Borrowers to the Agent for distribution to the Issuing
                  Lender
                  or the Revolving Credit Lenders under this Section 3.4 shall be
                  made in
                  Dollars in immediately available funds at the Issuing Office or
                  such other
                  office of the Agent as may be designated from time to time by written
                  notice to Borrowers by the Agent. The fees described in clauses
                  (a)(i) and
                  (ii) above (i) shall be nonrefundable under all circumstances,
                  (ii) in the
                  case of fees due under clause (a)(i) above, shall be payable semi-annually
                  in advance and (iii) in the case of fees due under clause (a)(ii)
                  above,
                  shall be payable upon the issuance of such Letter of Credit and
                  upon any
                  amendment thereto or extension thereof.  The fees due under
                  clause (a)(i) above shall be determined by multiplying the Applicable
                  Fee
                  Percentage times the undrawn amount of the face amount of each
                  such Letter
                  of Credit on the date of determination, and shall be calculated
                  on the
                  basis of a 360 day year and assessed for the actual number of days
                  from
                  the date of the issuance thereof to the stated expiration thereof.
                  The
                  parties hereto acknowledge that, unless the Issuing Lender otherwise
                  agrees, any material amendment and any extension to a Letter of
                  Credit
                  issued hereunder shall be treated as a new Letter of Credit for
                  the
                  purposes of the letter of credit facing
                  fee.

              


      


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (c)

              	
                If
                  any change in any law or regulation or in the interpretation thereof
                  by
                  any court or administrative or governmental authority charged with
                  the
                  administration thereof, adopted after the date hereof, shall either
                  (i)
                  impose, modify or cause to be deemed applicable any reserve, special
                  deposit, limitation or similar requirement against letters of credit
                  issued or participated in by, or assets held by, or deposits in
                  or for the
                  account of, Issuing Lender or any Revolving Credit Lender or (ii)
                  impose
                  on Issuing Lender or any Revolving Credit Lender any other condition
                  regarding this Agreement, the Letters of Credit or any participations
                  in
                  such Letters of Credit, and the result of any event referred to
                  in clause
                  (i) or (ii) above shall be to increase the cost or expense to Issuing
                  Lender or such Revolving Credit Lender of issuing or maintaining
                  or
                  participating in any of the Letters of Credit (which increase in
                  cost or
                  expense shall be determined by the Issuing Lender’s or such Revolving
                  Credit Lender’s reasonable allocation of the aggregate of such cost
                  increases and expenses resulting from such events), then, upon
                  demand by
                  the Issuing Lender or such Revolving Credit Lender, as the case
                  may be,
                  Borrowers shall, within thirty (30) days following demand for payment,
                  pay
                  to Issuing Lender or such Revolving Credit Lender, as the case
                  may be,
                  from time to time as specified by the Issuing Lender or such Revolving
                  Credit Lender, additional amounts which shall be sufficient to
                  compensate
                  the Issuing Lender or such Revolving Credit Lender for such increased
                  cost
                  and expense (together with interest on each such amount from ten
                  days
                  after the date such payment is due until payment in full thereof
                  at the
                  Prime-based Rate), provided that if the Issuing Lender or such
                  Revolving
                  Credit Lender could take any reasonable action, without cost or
                  administrative or other burden or restriction to such Lender, to
                  mitigate
                  or eliminate such cost or expense, it agrees to do so within a
                  reasonable
                  time after becoming aware of the foregoing matters. Each demand
                  for
                  payment under this Section 3.4(c) shall be accompanied by a certificate
                  of
                  Issuing Lender or the applicable Revolving Credit Lender setting
                  forth the
                  amount of such increased cost or expense incurred by the Issuing
                  Lender or
                  such Revolving Credit Lender, as the case may be, as a result of
                  any event
                  mentioned in clause (i) or (ii) above, and in reasonable detail,
                  the
                  methodology for calculating and the calculation of such amount,
                  which
                  certificate shall be prepared in good faith and shall be conclusive
                  evidence, absent manifest error, as to the amount
                  thereof.

              


      


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      3.5      
              Other Fees.  In connection
        with the Letters of Credit, and in addition to the Letter of Credit Fees,
        Borrowers shall pay, for the sole account of the Issuing Lender, standard
        documentation, administration, payment and cancellation charges assessed
        by
        Issuing Lender or the Issuing Office, at the times, in the amounts and on
        the
        terms set forth or to be set forth from time to time in the standard fee
        schedule of the Issuing Office in effect from time to time.

      


      3.6      
              Drawings and Demands for Payment Under
        Letters of Credit.

      


      (a)           If
        the Issuing Lender shall honor a draft or other demand for payment presented
        or
        made under any Letter of Credit, each Borrower agrees to pay to the Issuing
        Lender an amount equal to the amount paid by the Issuing Lender in respect
        of
        such draft or other demand under such Letter of Credit and all reasonable
        expenses paid or incurred by the Agent relative thereto not later than 1:00
        p.m.
        (Detroit time), on (i) the Business Day that Borrowers receive notice of
        such
        presentment and honor, if such notice is received prior to 11:00 a.m. (Detroit
        time) or (ii) the Business Day immediately following the day that Borrowers
        received such notice, if such notice is received after 11:00 a.m. (Detroit
        time). Unless Borrowers shall have made such payment to the Agent for the
        account of the Issuing Lender on such day, the Agent shall be deemed to have
        disbursed to Borrowers and to have elected to substitute for the reimbursement
        obligation, with respect to the applicable Letter of Credit honored by the
        Issuing Lender, a Prime-based Advance of the Revolving Credit (which Advance
        may
        be subsequently converted at any time into a Eurodollar-based Advance pursuant
        to Section 2.3 hereof) on behalf of and for the account of the Revolving
        Credit
        Lenders in an aggregate amount equal to the amount so paid by the Issuing
        Lender
        in respect of such draft or other demand under such Letter of Credit. Such
        Prime-based Advance shall be deemed disbursed notwithstanding any failure
        to
        satisfy any conditions for disbursement of any Advance set forth in Section
        2
        hereof and, to the extent of the Advances so disbursed, the reimbursement
        obligation of Borrowers under this Section 3.6 shall be deemed
        satisfied.

      


      (b)           If
        the Issuing Lender shall honor a draft or other demand for payment presented
        or
        made under any Letter of Credit, the Issuing Lender shall provide notice
        thereof
        to Borrowers on the date such draft or demand is honored, and to each Revolving
        Credit Lender on such date unless Borrowers shall have satisfied their
        reimbursement obligations under Section 3.6(a) hereof by payment to the Agent
        (for the benefit of the Issuing Lender) on such date. The Issuing Lender
        shall
        further use reasonable efforts to provide notice to Borrowers prior to honoring
        any such draft or other demand for payment, but such notice, or the failure
        to
        provide such notice, shall not affect the rights or obligations of the Issuing
        Lender with respect to any Letter of Credit or the rights and obligations
        of the
        parties hereto, including without limitation the obligations of Borrowers
        under
        Section 3.6(a) hereof.


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      (c)           Upon
        issuance by the Issuing Lender of each Letter of Credit hereunder, each
        Revolving Credit Lender shall automatically acquire a pro rata participation
        interest in such Letter of Credit and each related Letter of Credit Payment
        based on its respective Revolving Credit Percentage. Each Revolving Credit
        Lender, on the date a draft or demand under any Letter of Credit is honored
        (or
        the next succeeding Business Day if the notice required to be given by Issuing
        Lender to the Revolving Credit Lenders under Section 3.6(b) hereof is not
        given
        to the Revolving Credit Lenders prior to 2:00 p.m. (Detroit time) on such
        date
        of draft or demand), shall make its Revolving Credit Percentage of the amount
        paid by the Issuing Lender, and not reimbursed by Borrowers on such day,
        in
        immediately available funds at the principal office of the Agent for the
        account
        of Issuing Lender. If and to the extent such Revolving Credit Lender shall
        not
        have made such pro rata portion available to the Agent, such Revolving Credit
        Lender agrees to pay to the Agent for the account of the Issuing Lender
        forthwith on demand such amount together with interest thereon, for each
        day
        from the date such amount was paid by the Issuing Lender until such amount
        is so
        made available to the Agent at the Federal Funds Rate for the first three
        days
        and thereafter at a Prime-based Rate applicable during such period to the
        related Advance deemed to have been disbursed under Section 3.6(a) in respect
        of
        the reimbursement obligation of Borrowers.  If such Revolving Credit
        Lender shall pay such amount to the Agent for the account of Issuing Lender
        together with such interest, if any, such amount so paid shall be deemed
        to
        constitute an Advance by such Revolving Credit Lender disbursed in respect
        of
        the reimbursement obligation of Borrowers under Section 3.6(a) hereof for
        purposes of this Agreement, effective as of the dates applicable under said
        Section 3.6(a). The failure of any Revolving Credit Lender to make its pro
        rata
        portion of any such amount paid by the Issuing Lender available to the Agent
        for
        the account of Issuing Lender shall not relieve any other Revolving Credit
        Lender of its obligation to make available its pro rata portion of such amount,
        but no Revolving Credit Lender shall be responsible for failure of any other
        Revolving Credit Lender to make such pro rata portion available to the Agent
        for
        the account of Issuing Lender.

      


      Notwithstanding
        the foregoing however no Revolving Credit Lender shall be deemed to have
        acquired a participation in a Letter of Credit if the officers of the Issuing
        Lender immediately responsible for matters concerning this Agreement shall
        have
        received written notice from Agent or any Lender at least two (2) Business
        Days
        prior to the date of the issuance of such Letter of Credit that the issuance
        of
        Letters of Credit should be suspended based on the occurrence and continuance
        of
        a Default or Event of Default and stating that such notice is a “notice of
        default”; provided, however that the Revolving Credit Lenders shall be deemed to
        have acquired such a participation upon the date on which such Default or
        Event
        of Default has been waived by the requisite Revolving Credit Lenders, as
        applicable.  In the event that the Issuing Lender receives such a
        notice, the Issuing Lender shall have no obligation to issue any Letter of
        Credit until such notice is withdrawn by Agent or such Lender or until the
        requisite Lenders have waived such Default or Event of Default in accordance
        with the terms of this Agreement.

      


      (d)           Nothing
        in this Agreement shall be construed to require or authorize any Revolving
        Credit Lender to issue any Letter of Credit, it being recognized that the
        Issuing Lender shall be the sole issuer of Letters of Credit under this
        Agreement.

      


      3.7            Obligations
        Irrevocable.  The obligations of Borrowers to make payments to
        Agent for the account of Issuing Lender or the Revolving Credit Lenders with
        respect to Letter of Credit Obligations under Section 3.6 hereof, shall be
        unconditional and irrevocable and not subject to any qualification or exception
        whatsoever, including, without limitation:


      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (a)

              	
                Any
                  lack of validity or enforceability of any Letter of Credit, any
                  Letter of
                  Credit Agreement, any other documentation relating to any Letter
                  of
                  Credit, this Agreement or any of the other Loan Documents (the
“Letter of
                  Credit Documents”);

              


      

      


      
        	
                 

              	
                (b)

              	
                Any
                  amendment, modification, waiver, consent, or any substitution,
                  exchange or
                  release of or failure to perfect any interest in collateral or
                  security,
                  with respect to or under any Letter of Credit
                  Document;

              


      

      


      
        	
                 

              	
                (c)

              	
                The
                  existence of any claim, setoff, defense or other right which Borrowers
                  may
                  have at any time against any beneficiary or any transferee of any
                  Letter
                  of Credit (or any persons or entities for whom any such beneficiary
                  or any
                  such transferee may be acting), the Agent, the Issuing Lender or
                  any
                  Revolving Credit Lender or any other Person, whether in connection
                  with
                  this Agreement, any of the Letter of Credit Documents, the transactions
                  contemplated herein or therein or any unrelated
                  transactions;

              


      

      


      
        	
                 

              	
                (d)

              	
                Any
                  draft or other statement or document presented under any Letter
                  of Credit
                  proving to be forged, fraudulent, invalid or insufficient in any
                  respect
                  or any statement therein being untrue or inaccurate in any
                  respect;

              


      

      


      
        	
                 

              	
                (e)

              	
                Payment
                  by the Issuing Lender to the beneficiary under any Letter of Credit
                  against presentation of documents which do not comply with the
                  terms of
                  such Letter of Credit, including failure of any documents to bear
                  any
                  reference or adequate reference to such Letter of
                  Credit;

              


      

      


      
        	
                 

              	
                (f)

              	
                Any
                  failure, omission, delay or lack on the part of the Agent, Issuing
                  Lender
                  or any Revolving Credit Lender or any party to any of the Letter
                  of Credit
                  Documents to enforce, assert or exercise any right, power or remedy
                  conferred upon the Agent, Issuing Lender, any Revolving Credit
                  Lender or
                  any such party under this Agreement, any of the other Loan Documents
                  or
                  any of the Letter of Credit Documents, or any other acts or omissions
                  on
                  the part of the Agent, Issuing Lender, any Revolving Credit Lender
                  or any
                  such party; or

              


      

      


      
        	
                 

              	
                (g)

              	
                Any
                  other event or circumstance that would, in the absence of this
                  Section
                  3.7, result in the release or discharge by operation of law or
                  otherwise
                  of Borrowers from the performance or observance of any obligation,
                  covenant or agreement contained in Section 3.6
                  hereof.

              


      

      


      No
        setoff, counterclaim, reduction or diminution of any obligation or any defense
        of any kind or nature which any Borrower has or may have against the beneficiary
        of any Letter of Credit shall be available hereunder to such Borrower against
        the Agent, Issuing Lender or any Revolving Credit Lender. With respect to
        any
        Letter of Credit, nothing contained in this Section 3.7 shall be deemed to
        prevent any Borrower, after satisfaction in full of the absolute and
        unconditional obligations of Borrowers hereunder with respect to such Letter
        of
        Credit, from asserting in a separate action any claim, defense, set off or
        other
        right which they (or any of them) may have against Agent, Issuing Lender
        or any
        Revolving Credit Lender in connection with such Letter of
        Credit.


      
        
          
          

        

        
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      3.8          
          Risk Under Letters of Credit.

      


      (a)           In
        the administration and handling of Letters of Credit and any security therefor,
        or any documents or instruments given in connection therewith, Issuing Lender
        shall have the sole right to take or refrain from taking any and all actions
        under or upon the Letters of Credit.

      


      (b)           Subject
        to other terms and conditions of this Agreement, Issuing Lender shall issue
        the
        Letters of Credit and shall hold the documents related thereto in its own
        name
        and shall make all collections thereunder and otherwise administer the Letters
        of Credit in accordance with Issuing Lender’s regularly established practices
        and procedures and will have no further obligation with respect thereto.
        In the
        administration of Letters of Credit, Issuing Lender shall not be liable for
        any
        action taken or omitted on the advice of counsel, accountants, appraisers
        or
        other experts selected by Issuing Lender with due care and Issuing Lender
        may
        rely upon any notice, communication, certificate or other statement from
        Borrowers, beneficiaries of Letters of Credit, or any other Person which
        Issuing
        Lender believes to be authentic. Issuing Lender will, upon request, furnish
        the
        Revolving Credit Lenders with copies of Letter of Credit Documents related
        thereto.

      


      (c)           In
        connection with the issuance and administration of Letters of Credit and
        the
        assignments hereunder, Issuing Lender makes no representation and shall have
        no
        responsibility with respect to (i) the obligations of Borrowers or the validity,
        sufficiency or enforceability of any document or instrument given in connection
        therewith, or the taking of any action with respect to same, (ii) the financial
        condition of, any representations made by, or any act or omission of Borrowers
        or any other Person, or (iii) any failure or delay in exercising any rights
        or
        powers possessed by Issuing Lender in its capacity as issuer of Letters of
        Credit in the absence of its gross negligence or willful misconduct. Each
        of the
        Revolving Credit Lenders expressly acknowledges that it has made and will
        continue to make its own evaluations of Borrowers’ creditworthiness without
        reliance on any representation of Issuing Lender or Issuing Lender’s officers,
        agents and employees.

      


      (d)           If
        at any time Issuing Lender shall recover any part of any unreimbursed amount
        for
        any draw or other demand for payment under a Letter of Credit, or any interest
        thereon, Agent or Issuing Lender, as the case may be, shall receive same
        for the
prorata benefit of the Revolving Credit Lenders in accordance with
        their respective Percentages and shall promptly deliver to each Revolving
        Credit
        Lender its share thereof, less such Revolving Credit Lender’s pro rata share of
        the costs of such recovery, including court costs and attorney’s fees. If at any
        time any Revolving Credit Lender shall receive from any source whatsoever
        any
        payment on any such unreimbursed amount or interest thereon in excess of
        such
        Revolving Credit Lender’s Percentage of such payment, such Revolving Credit
        Lender will promptly pay over such excess to Agent, for redistribution in
        accordance with this Agreement.

      


      3.9        
            Indemnification.  Each Borrower
        hereby indemnifies and agrees to hold harmless the Revolving Credit Lenders,
        the
        Issuing Lender and the Agent and their respective Affiliates, and the respective
        officers, directors, employees and agents of such Persons (each an “L/C
        Indemnified Person”), from and against any and all claims, damages, losses,
        liabilities, costs or expenses of any kind or nature whatsoever which the
        Revolving Credit Lenders, the Issuing Lender or the Agent or any such Person
        may
        incur or which may be claimed against any of them by reason of or in connection
        with any Letter of Credit (collectively, the “L/C Indemnified Amounts”), and
        none of the Issuing Lender, any Revolving Credit Lender or the Agent or any
        of
        their respective officers, directors, employees or agents shall be liable
        or
        responsible for:


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (a)

              	
                the
                  use which may be made of any Letter of Credit or for any acts or
                  omissions
                  of any beneficiary in connection
                  therewith;

              


      

      


      
        	
                 

              	
                (b)

              	
                the
                  validity, sufficiency or genuineness of documents or of any endorsement
                  thereon, even if such documents should in fact prove to be in any
                  or all
                  respects invalid, insufficient, fraudulent or
                  forged;

              


      

      


      
        	
                 

              	
                (c)

              	
                payment
                  by the Issuing Lender to the beneficiary under any Letter of Credit
                  against presentation of documents which do not strictly comply
                  with the
                  terms of any Letter of Credit (unless such payment resulted from
                  the gross
                  negligence or willful misconduct of the Issuing Lender), including
                  failure
                  of any documents to bear any reference or adequate reference to
                  such
                  Letter of Credit;

              


      

      


      
        	
                 

              	
                (d)

              	
                any
                  error, omission, interruption or delay in transmission, dispatch
                  or
                  delivery of any message or advice, however transmitted, in connection
                  with
                  any Letter of Credit; or

              


      

      


      
        	
                 

              	
                (e)

              	
                any
                  other event or circumstance whatsoever arising in connection with
                  any
                  Letter of Credit.

              


      

      


      It
        is
        understood that in making any payment under a Letter of Credit the Issuing
        Lender will rely on documents presented to it under such Letter of Credit
        as to
        any and all matters set forth therein without further investigation and
        regardless of any notice or information to the contrary.

      


      With
        respect to subparagraphs (a) through (e) hereof, (i) no Borrower shall be
        required to indemnify any L/C Indemnified Person for any L/C Indemnified
        Amounts
        to the extent such amounts result from the gross negligence or willful
        misconduct of such L/C Indemnified Person or any officer, director, employee
        or
        agent of such L/C Indemnified Person and (ii) the Agent and the Issuing Lender
        shall be liable to each Borrower to the extent, but only to the extent, of
        any
        direct, as opposed to consequential or incidental, damages suffered by such
        Borrower which were caused by the gross negligence or willful misconduct
        of the
        Issuing Lender or any officer, director, employee or agent of the Issuing
        Lender
        or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the
        presentation to it by the beneficiary thereunder of a draft or other demand
        for
        payment and other documentation strictly complying with the terms and conditions
        of such Letter of Credit.

      


      3.10           Right
        of Reimbursement.  Each Revolving Credit Lender agrees to
        reimburse the Issuing Lender on demand, pro rata in accordance with its
        respective Revolving Credit Percentage, for (i) the reasonable out-of-pocket
        costs and expenses of the Issuing Lender to be reimbursed by Borrowers pursuant
        to any Letter of Credit Agreement or any Letter of Credit, to the extent
        not
        reimbursed by Borrowers or any other Credit Party and (ii) any and all
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits,
        costs, fees, reasonable out-of-pocket expenses or disbursements of any kind
        and
        nature whatsoever which may be imposed on, incurred by or asserted against
        Issuing Lender in any way relating to or arising out of this Agreement
        (including Section 3.6(c) hereof), any Letter of Credit, any documentation
        or
        any transaction relating thereto, or any Letter of Credit Agreement, to the
        extent not reimbursed by Borrowers, except to the extent that such liabilities,
        losses, costs or expenses were incurred by Issuing Lender as a result of
        Issuing
        Lender’s gross negligence or willful misconduct or by the Issuing Lender’s
        wrongful dishonor of any Letter of Credit after the presentation to it by
        the
        beneficiary thereunder of a draft or other demand for payment and other
        documentation strictly complying with the terms and conditions of such Letter
        of
        Credit.


      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      


      
        	
                4.

              	
                INTENTIONALLY
                  OMITTED.

              


      

      


      
        	
                5.

              	
                CONDITIONS.

              


      

      


      The
        obligations of the Lenders to make Advances or loans pursuant to this Agreement
        and the obligation of the Issuing Lender to issue Letters of Credit are subject
        to the following conditions:

      


      5.1         
           Conditions of Initial Advances.  The
        obligations of the Lenders to make initial Advances or loans pursuant to
        this
        Agreement and the obligation of the Issuing Lender to issue initial Letters
        of
        Credit, in each case, on the Effective Date only, are subject to the following
        conditions:

      


      (a)           This
        Agreement and the other Loan Documents.  Borrowers shall have
        executed and delivered this Agreement; and each Credit Party shall have executed
        and delivered the other Loan Documents to which such Credit Party is required
        to
        be a party (including all schedules and other documents to be delivered pursuant
        hereto); and such Notes (if any), this Agreement and the other Loan Documents
        shall be in full force and effect.

      


      (b)        
            Corporate Authority.  Agent shall have
        received, with a counterpart thereof for each Lender, from each Credit Party,
        a
        certificate of its Secretary or Assistant Secretary dated as of the Effective
        Date as to:

      


      
        	
                 

              	
                (i)

              	
                corporate
                  resolutions (or the equivalent) of each Credit Party authorizing
                  the
                  transactions contemplated by this Agreement and the other Loan
                  Documents
                  approval of this Agreement and the other Loan Documents, in each
                  case to
                  which such Credit Party is party, and authorizing the execution
                  and
                  delivery of this Agreement and the other Loan Documents, and in
                  the case
                  of Borrowers, authorizing the execution and delivery of requests
                  for
                  Advances and the issuance of Letters of Credit
                  hereunder,

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  incumbency and signature of the officers or other authorized persons
                  of
                  such Credit Party executing any Loan Document and in the case of
                  the
                  Borrowers, the officers who are authorized to execute any Requests
                  for
                  Advance, or requests for the issuance of Letters of
                  Credit,

              


      


      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (iii)

              	
                a
                  certificate of good standing or continued existence (or the equivalent
                  thereof) from the state of its incorporation or formation, and
                  from every
                  state or other jurisdiction where such Credit Party is qualified
                  to do
                  business, which jurisdictions are listed on Schedule 5.2 attached
                  hereto,
                  and

              


      

      


      
        	
                 

              	
                (iv)

              	
                copies
                  of such Credit Party’s articles of incorporation and bylaws or other
                  constitutional documents, as in effect on the Effective
                  Date.

              


      

      


      (c)           Collateral
        Documents and other Loan Documents.  The Agent shall have received
        the following documents, each in form and substance satisfactory to Agent
        and
        fully executed by each party thereto:

      


      
        	
                 

              	
                (i)

              	
                The
                  following Collateral Documents, each in form and substance acceptable
                  to
                  Agent and fully executed by each party thereto and dated as of
                  the
                  Effective Date:

              


      

      


      
        	
                 

              	
                (A)

              	
                the
                  Security Agreement;

              


      

      


      
        	
                 

              	
                (B)

              	
                the
                  Collateral Assignment;

              


      

      


      
        	
                 

              	
                (C)

              	
                the
                  Escrow Agreement Acknowledgement;

              


      

      


      
        	
                 

              	
                (ii)

              	
                The
                  Comerica Intercreditor Agreement in form and substance acceptable
                  to the
                  Agent and fully executed by the Term Debt Lender and the Revolving
                  Credit
                  Agent (in each case as defined therein and dated as of the Effective
                  Date;

              


      

      


      
        	
                 

              	
                (iii)

              	
                A
                  Letter from Travelers Indemnity and Surety Company of America to
                  the Agent
                  in form and substance acceptable to the Agent and fully executed
                  by each
                  party thereto and dated on or prior to the Effective
                  Date;

              


      

      


      
        	
                 

              	
                (iv)

              	
                Evidence
                  of the filing of a UCC-3 termination statement over any “all asset” filing
                  for the benefit of National City
                  Bank;

              


      

      


      
        	
                 

              	
                (v)

              	
                Intentionally
                  omitted;

              


      

      


      
        	
                 

              	
                (vi)

              	
                (A)
                  Certified copies of uniform commercial code requests for information,
                  or a
                  similar search report certified by a party acceptable to the Agent,
                  dated
                  a date reasonably prior to the Effective Date, listing all effective
                  financing statements in the jurisdiction noted on Schedule 5.1(c)
                  which
                  name any Credit Party or Target (under their present names or under
                  any
                  previous names used within five (5) years prior to the date hereof)
                  as
                  debtors, together with (x) copies of such financing statements,
                  and (y)
                  authorized Uniform Commercial Code (Form UCC-3) Termination Statements,
                  if
                  any, necessary to release all Liens and other rights of any Person
                  in any
                  Collateral described in the Collateral Documents previously granted
                  by any
                  Person (other than Liens permitted by Section 8.2 of this Agreement)
                  and
                  (B) intellectual property search reports results from the United
                  States
                  Patent and Trademark Office and the United States Copyright Office
                  for the
                  Credit Parties and Target dated a date reasonably prior to the
                  Effective
                  Date.

              


      


      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (vii)

              	
                Any
                  documents (including, without limitation, financing statements,
                  amendments
                  to financing statements and assignments of financing statements,
                  stock
                  powers executed in blank and any endorsements) requested by Agent
                  and
                  reasonably required to be provided in connection with the Collateral
                  Documents to create, in favor of the Agent (for and on behalf of
                  the
                  Lenders), a first priority perfected security interest in the Collateral
                  thereunder shall have been filed, registered or recorded, or shall
                  have
                  been delivered to Agent in proper form for filing, registration
                  or
                  recordation.

              


      

      


      (c)           Acquisition.  On
        or before the Effective Date, the Agent shall have received evidence
        satisfactory to it that (i) all conditions to effectiveness of the Acquisition
        have been satisfied, other than payment of the purchase price, on terms
        reasonably acceptable to the Agent and in compliance with the Acquisition
        Documents delivered to the Agent (which Acquisition Documents are in form
        and
        substance reasonably acceptable to the Agent), (ii) that the purchase price
        to
        be paid (including any Debt assumed) in connection with the Acquisition is
        not
        in excess of $60,000,000; (iii) any material consents from any third party
        necessary to the consummation of the Acquisition have been obtained and (iv)
        fully executed copies of all material Acquisition Documents, including all
        schedules and exhibits thereto as in effect on the Effective Date, certified
        true and correct by Sterling shall have been delivered to the
        Agent.

      


      (d)           Intentionally
        Omitted.

      


      (e)           Compliance
        with Certain Documents and Agreements.  Each Credit Party shall
        have each performed and complied in all material respects with all agreements
        and conditions contained in this Agreement and the other Loan Documents,
        to the
        extent required to be performed or complied with by such Credit Party. No
        Person
        (other than Agent, Lenders and Issuing Lender) party to this Agreement or
        any
        other Loan Document shall be in material default in the performance or
        compliance with any of the terms or provisions of this Agreement or the other
        Loan Documents or shall be in material default in the performance or compliance
        with any of the material terms or material provisions of, in each case to
        which
        such Person is a party.

      


      (f)           Opinions
        of Counsel.  The Credit Parties shall furnish Agent prior to the
        initial Advance under this Agreement, with signed copies for each Lender,
        opinions of counsel to the Credit Parties, including opinions of local counsel
        to the extent deemed necessary by the Agent, in each case dated the Effective
        Date and covering such matters as reasonably required by and otherwise
        reasonably satisfactory in form and substance to the Agent and each of the
        Lenders.


      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      


      (g)           Payment
        of Fees.  Borrowers shall have paid to Comerica Bank any fees due
        under the terms of the Fee Letter, along with any other fees, costs or expenses
        due and outstanding to the Agent or the Lenders as of the Effective Date
        (including reasonable fees, disbursements and other charges of counsel to
        Agent).

      


      (h)           Financial
        Statements.  Borrowers shall have delivered to the Lenders and the
        Agent, in form and substance satisfactory to Agent: (a) any updates of the
        pro
        forma unaudited combined consolidated balance sheet as of June 30, 2007 and
        statements of operations for the year ended December 31, 2006 and the six
        months
        ended June 30, 2007 of the Credit Parties, and forecasts through December
        31,
        2008, which statements shall evidence no material adverse change from the
        information provided to the Agent prior to the execution and delivery of
        the
        Commitment Letter.

      


      (i)           
        Appraisals; Due Diligence.  Agent and Lenders shall have
        received, in each case in form and substance satisfactory to the Agent, (a)
        appraisals of all material machinery and equipment of the Credit Parties
        performed by an appraiser and using appraisal methodology satisfactory to
        the
        Agent and which establish an aggregate value of such property on an orderly
        liquidation value basis in amounts satisfactory to the Agent, and (b) such
        other
        reports or due diligence materials as Agent and the Majority Lenders may
        reasonably request, including such due diligence materials as Agent and the
        Majority Banks may request in connection with the Acquisition, including
        any new
        environmental reports obtained for the real estate acquired in the
        Acquisition.

      


      (j)           
         Intentionally Omitted.

      


      (k)           Bond
        Documents.  Agent shall have received copies of the Travelers
        Indemnity Agreement and the Liberty Mutual Indemnity Agreement in effect
        as of
        the date hereof.

      


      (l)           
        Governmental and Other Approvals.  Agent shall have received
        copies of all authorizations, consents, approvals, licenses, qualifications
        or
        formal exemptions, filings, declarations and registrations with, any court,
        governmental agency or regulatory authority or any securities exchange or
        any
        other person or party (whether or not governmental) received by any Credit
        Party
        in connection with the transactions contemplated by the Loan Documents to
        occur
        on the Effective Date.

      


      (m)           Closing
        Certificate.  The Agent shall have received, with a signed
        counterpart for each Lender, a certificate of a Responsible Officer of Borrower
        Representative dated the Effective Date (or, if different, the date of the
        initial Advance hereunder), stating that to the best of his or her respective
        knowledge after due inquiry, (a) the conditions set forth in this Section
        5 have
        been satisfied to the extent required to be satisfied by any Credit Party;
        (b)
        the representations and warranties made by the Credit Parties in this Agreement
        or any of the other Loan Documents, as applicable, are true and correct in
        all
        material respects; (c) no Default or Event of Default shall have occurred
        and be
        continuing; (d) since June 30, 2007, nothing shall have occurred which has
        had,
        or could reasonably be expected to have, a material adverse change on the
        business, results of operations, conditions, property or prospects (financial
        or
        otherwise) of Borrowers or any other Credit Party; and (e) there shall have
        been
        no material adverse change to the pro forma financial information and
        projections delivered to Agent prior to the execution and delivery of the
        Commitment Letter.


      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      


      5.2            Continuing
        Conditions.  The obligations of each Lender to make
        Advances (including the initial Advance) under this Agreement and the obligation
        of the Issuing Lender to issue any Letters of Credit shall be subject to
        the
        continuing conditions that:

      


      (a)           No
        Default or Event of Default shall exist as of the date of the Advance or
        the
        request for the Letter of Credit, as the case may be; and

      


      (b)           Each
        of the representations and warranties contained in this Agreement and in
        each of
        the other Loan Documents shall be true and correct in all material respects
        as
        of the date of the Advance or Letter of Credit (as the case may be) as if
        made
        on and as of such date (other than any representation or warranty that expressly
        speaks only as of a different date).

      


      
        	
                6.

              	
                REPRESENTATIONS
                  AND WARRANTIES.

              


      

      


      Each
        Borrower represents and warrants to the Agent, the Lenders, the Swing Line
        Lender and the Issuing Lender as follows:

      


      6.1            Corporate
        Authority.  Each Credit Party is a corporation (or other
        business entity) duly organized and existing in good standing under the laws
        of
        the state or jurisdiction of its incorporation or formation, as applicable,
        and
        each Credit Party is duly qualified and authorized to do business as a foreign
        corporation in each jurisdiction where the character of its assets or the
        nature
        of its activities makes such qualification and authorization necessary except
        where failure to be so qualified or be in good standing could not reasonably
        be
        expected to have a Material Adverse Effect. Each Credit Party has all requisite
        corporate, limited liability or partnership power and authority to own all
        its
        property (whether real, personal, tangible or intangible or of any kind
        whatsoever) and to carry on its business.

      


      6.2            Due
        Authorization.  Execution, delivery and performance of this
        Agreement, and the other Loan Documents, to which each Credit Party is party,
        and the issuance of the Notes by Borrowers (if requested) are within such
        Person’s corporate, limited liability or partnership power, have been duly
        authorized, are not in contravention of any law applicable to such Credit
        Party
        or the terms of such Credit Party’s organizational documents and, except as have
        been previously obtained or as referred to in Section 6.10, below, do not
        require the consent or approval of any governmental body, agency or authority
        or
        any other third party except to the extent that such consent or approval
        is not
        material to the transactions contemplated by the Loan Documents.

      


      6.3            Good
        Title; Leases; Assets; No Liens.  (a)  Each
        Credit Party, to the extent applicable, has good and valid title (or, in
        the
        case of real property, good and marketable title) to all assets owned by
        it,
        subject only to the Liens permitted under section 8.2 hereof, and each Credit
        Party has a valid leasehold or interest as a lessee or a licensee in all
        of its
        leased real property;

      


      (b)           Schedule
        6.3(b) hereof identifies all of the real property owned by the Credit Parties
        on
        the Effective Date;


      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      


      (c)         
           The Credit Parties will collectively own or collectively have
        a valid leasehold interest in all assets that were owned or leased (as lessee)
        by the Credit Parties immediately prior to the Effective Date to the extent
        that
        such assets are necessary for the continued operation of the Credit Parties’
businesses in substantially the manner as such businesses were operated
        immediately prior to the Effective Date;

      


      (d)          
          Each Credit Party owns or has a valid leasehold interest in all real
        property necessary for its continued operations and, to the best knowledge
        of
        Borrowers, no material condemnation, eminent domain or expropriation action
        has
        been commenced or threatened against any such owned or leased real property;
        and

      


      (e)        
            There are no Liens on and no financing statements on
        file with respect to any of the assets owned by the Credit Parties, except
        for
        the Liens permitted pursuant to Section 8.2 of this Agreement.

      


      6.4      
              Taxes.  Except as
        set forth on Schedule 6.4 hereof, each Credit Party has filed on or before
        their
        respective due dates or within the applicable grace periods, all United States
        federal, state, local and other tax returns which are required to be filed
        or
        has obtained extensions for filing such tax returns and is not delinquent
        in
        filing such returns in accordance with such extensions and has paid all material
        taxes which have become due pursuant to those returns or pursuant to any
        assessments received by any such Credit Party, as the case may be, to the
        extent
        such taxes have become due, except to the extent such taxes are being contested
        in good faith by appropriate proceedings diligently conducted and with respect
        to which adequate provision has been made on the books of such Credit Party
        as
        may be required by GAAP.

      


      6.5        
            No Defaults.  No Credit Party is
        in default under or with respect to any agreement, instrument or undertaking
        to
        which it is a party or by which it or any of its property is bound which
        would
        cause or would reasonably be expected to cause a Material Adverse
        Effect.

      


      6.6         
           Enforceability of Agreement and Loan
        Documents.  This Agreement and each of the other Loan
        Documents to which any Credit Party is a party (including without limitation,
        each Request for Advance), have each been duly executed and delivered by
        its
        duly authorized officers and constitute the valid and binding obligations
        of
        such Credit Party, enforceable against such Credit Party in accordance with
        their respective terms, except as enforcement thereof may be limited by
        applicable bankruptcy, reorganization, insolvency, fraudulent conveyance,
        moratorium or similar laws affecting the enforcement of creditor’s rights,
        generally and by general principles of equity (regardless of whether enforcement
        is considered in a proceeding in law or equity).

      


      6.7        
            Compliance with Laws.  (a)
        Except as disclosed on Schedule 6.7, each Credit Party has complied with
        all
        applicable federal, state and local laws, ordinances, codes, rules, regulations
        and guidelines (including consent decrees and administrative orders) including
        but not limited to Hazardous Material Laws, and is in compliance with any
        Requirement of Law, except to the extent that failure to comply therewith
        could
        not reasonably be expected to have a Material Adverse Effect; and (b) neither
        the extension of credit made pursuant to this Agreement or the use of the
        proceeds thereof by the Credit Parties will violate the Trading with the
        Enemy
        Act, as amended, or any of the foreign assets control regulations of the
        United
        States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
        any
        enabling legislation or executive order relating thereto, or The United and
        Strengthening America by providing appropriate Tools Required to Intercept
        and
        Obstruct Terrorism (“USA Patriot Act”) Act of 2001, Public Law 10756, October
        26, 2001 or  Executive Order 13224 of September 23, 2001 issued by the
        President of the United States (66 Fed. Reg. 49049 (2001)).


      
        
          
          

        

        
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      6.8        
            Non-contravention.  The
        execution, delivery and performance of this Agreement and the other Loan
        Documents (including each Request for Advance) to which each Credit Party
        is a
        party are not in contravention of the terms of any indenture, agreement or
        undertaking to which such Credit Party is a party or by which it or its
        properties are bound where such violation could reasonably be expected to
        have a
        Material Adverse Effect.

      


      6.9        
            Litigation.  Except as set forth
        on Schedule 6.9 hereof, there is no suit, action, proceeding, including,
        without
        limitation, any bankruptcy proceeding or governmental investigation pending
        against or to the knowledge of Borrowers, threatened against any Credit Party
        (other than any suit, action or proceeding in which a Credit Party is the
        plaintiff and in which no counterclaim or cross-claim against such Credit
        Party
        has been filed), or any judgment, decree, injunction, rule, or order of any
        court, government, department, commission, agency, instrumentality or arbitrator
        outstanding against any Credit Party, nor is any Credit Party in violation
        of
        any applicable law, regulation, ordinance, order, injunction, decree or
        requirement of any governmental body or court which could in any of the
        foregoing events reasonably be expected to have a Material Adverse
        Effect.

      


      6.10           Consents,
        Approvals and Filings, Etc.  Except as set forth on
        Schedule 6.10 hereof, no material authorization, consent, approval, license,
        qualification or formal exemption from, nor any filing, declaration or
        registration with, any court, governmental agency or regulatory authority
        or any
        securities exchange or any other Person (whether or not governmental) is
        required in connection with the execution, delivery and performance: (a)
        by any
        Credit Party of this Agreement and any of the other Loan Documents or
        Acquisition Documents to which such Credit Party is a party or (b) by the
        Credit
        Parties of the grant of Liens granted, conveyed or otherwise established
        (or to
        be granted, conveyed or otherwise established) by or under this Agreement
        or the
        other Loan Documents, as applicable, except in each case for (i) such matters
        which have been previously obtained, and (ii) such filings to be made
        concurrently herewith or promptly following the Effective Date as are required
        by the Collateral Documents to perfect Liens in favor of the Agent. All such
        material authorizations, consents, approvals, licenses, qualifications,
        exemptions, filings, declarations and registrations which have previously
        been
        obtained or made, as the case may be, are in full force and effect and, to
        the
        best knowledge of Borrowers, are not the subject of any attack or threatened
        attack (in each case in any material respect) by appeal or direct proceeding
        or
        otherwise.

      


      6.11           Agreements
        Affecting Financial Condition.  No Credit Party is party to
        any agreement or instrument or subject to any charter or other corporate
        restriction which could reasonably be expected to have a Material Adverse
        Effect.

      


      6.12           No
        Investment Company or Margin Stock.  No Credit Party is an
“investment company” within the meaning of the Investment Company Act of 1940,
        as amended. No Credit Party is engaged principally, or as one of its important
        activities, directly or indirectly, in the business of extending credit for
        the
        purpose of purchasing or carrying margin stock. None of the proceeds of any
        of
        the Advances will be used by any Credit Party to purchase or carry margin
        stock.
        Terms for which meanings are provided in Regulation U of the Board of Governors
        of the Federal Reserve System or any regulations substituted therefore, as
        from
        time to time in effect, are used in this paragraph with such
        meanings.


      
        
          
          

        

        
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      6.13           ERISA.  No
        Credit Party maintains or contributes to any Pension Plan subject to Title
        IV of
        ERISA, except as set forth on Schedule 6.13 hereto or otherwise disclosed
        to the
        Agent in writing.  There is no accumulated funding deficiency within
        the meaning of Section 412 of the Internal Revenue Code or Section 302 of
        ERISA,
        or any outstanding liability with respect to any Pension Plans owed to the
        PBGC
        other than future premiums due and owing pursuant to Section 4007 of ERISA,
        and
        no “reportable event” as defined in Section 4043(c) of ERISA has occurred with
        respect to any Pension Plan other than an event for which the notice requirement
        has been waived by the PBGC.  None of the Credit Parties has engaged
        in a prohibited transaction with respect to any Pension Plan, other than
        a
        prohibited transaction for which an exemption is available and has been
        obtained, which could subject such Credit Parties to a material tax or penalty
        imposed by Section 4975 of the Internal Revenue Code or Section 502(i) of
        ERISA.  Each Pension Plan is being maintained and funded in accordance
        with its terms and is in material compliance with the requirements of the
        Internal Revenue Code and ERISA.  No Credit Party has had a complete
        or partial withdrawal from any Multiemployer Plan that has resulted or could
        reasonably be expected to have resulted in any Withdrawal Liability and,
        except
        as notified to Agent in writing following the Effective Date, no such
        Multiemployer Plan is in reorganization (within the meaning of Section 4241
        of
        ERISA) or insolvent (within the meaning of Section 4245 of ERISA).

      


      6.14           Conditions
        Affecting Business or Properties.  Neither the respective
        businesses nor the properties of any Credit Party is affected by any fire,
        explosion, accident, strike, lockout or other dispute, drought, storm, hail,
        earthquake, embargo, Act of God, or other casualty (except to the extent
        such
        event is covered by insurance sufficient to ensure that upon application
        of the
        proceeds thereof, no Material Adverse Effect could reasonably be expected
        to
        occur) which could reasonably be expected to have a Material Adverse
        Effect.

      


      6.15           Environmental
        and Safety Matters.  Except as set forth in Schedules 6.9,
        6.10 and 6.15:

      


      
        	
                 

              	
                (a)

              	
                all
                  facilities and property owned or leased by the Credit Parties are
                  in
                  compliance with all Hazardous Material Laws in all material
                  respects;

              


      

      


      
        	
                 

              	
                (b)

              	
                to
                  the best knowledge of Borrowers, there have been no unresolved
                  and
                  outstanding past, and there are no pending or
                  threatened:

              


      

      


      
        	
                 

              	
                (i)

              	
                claims,
                  complaints, notices or requests for information received by any
                  Credit
                  Party with respect to any alleged violation of any Hazardous Material
                  Law
                  which, if adversely determined, could reasonably be expected to
                  have a
                  Material Adverse Effect, or

              


      


      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (ii)

              	
                written
                  complaints, notices or inquiries to any Credit Party regarding
                  potential
                  liability of any Credit Parties under any Hazardous Material Law
                  which, if
                  adversely determined, could reasonably be expected to have a Material
                  Adverse Effect; and

              


      

      


      
        	
                 

              	
                (c)

              	
                to
                  the best knowledge of Borrowers, no conditions exist at, on or
                  under any
                  property now or previously owned or leased by any Credit Party
                  which, with
                  the passage of time, or the giving of notice or both, are reasonably
                  likely to give rise to liability under any Hazardous Material Law
                  which
                  solely or together with any other such conditions could reasonably
                  be
                  expected to have a Material Adverse
                  Effect.

              


      

      


      6.16           Subsidiaries.  Except
        as disclosed on Schedule 6.16 hereto as of the Effective Date, and thereafter,
        except as disclosed to the Agent in writing from time to time, no Credit
        Party
        has any Subsidiaries.

      


      6.17           Intentionally
        Omitted.

      


      6.18           Intentionally
        Omitted.

      


      6.19           Franchises,
        Patents, Copyrights, Tradenames, etc.  The Credit Parties
        possess all franchises, patents, copyrights, trademarks, trade names, licenses
        and permits, and rights in respect of the foregoing, adequate for the conduct
        of
        their business substantially as now conducted without known conflict with
        any
        rights of others except where the failure to possess such rights could not
        reasonably be expected to have a Material Adverse Effect.  Schedule
        6.19 contains a true and accurate list of all trade names and any and all
        other
        names used by any Credit Party during the five-year period ending as of the
        Effective Date.

      


      6.20           Capital
        Structure.  Schedule 6.20 attached hereto sets forth all issued
        and outstanding Equity Interests of each Credit Party, including the number
        of
        authorized, issued and outstanding Equity Interests of each Credit Party,
        the
        par value of such Equity Interests and, other than for Sterling, the holders
        of
        such Equity Interests, all on and as of the Effective Date. All issued and
        outstanding Equity Interests of each Credit Party are duly authorized and
        validly issued, fully paid, nonassessable, and, except for the Equity Interests
        of Sterling, free and clear of all Liens (except for the benefit of Agent)
        and
        such Equity Interests were issued in compliance with all applicable state,
        federal and foreign laws concerning the issuance of
        securities.  Except as disclosed on Schedule 6.20, there are no
        preemptive or other outstanding rights, options, warrants, conversion rights
        or
        similar agreements or understandings for the purchase or acquisition from
        any
        Credit Party, of any Equity Interests of any Credit Party.

      


      6.21           Accuracy
        of Information.  (a)  The audited financial
        statements for the Fiscal Year ended December 31, 2006, furnished to Agent
        and
        the Lenders prior to the Effective Date fairly present in all material respects
        the financial condition of Sterling and its Subsidiaries covered thereby
        and the
        results of their operations for the periods covered thereby, and have been
        prepared in accordance with GAAP. The projections and the other pro forma
        financial information delivered to the Agent prior to the Effective Date
        are
        based upon good faith estimates and assumptions believed by management of
        the
        Borrowers to be accurate and reasonable at the time made, it being recognized
        by
        the Lenders that such financial information as it relates to future events
        is
        not to be viewed as fact and that actual results during the period or periods
        covered by such financial information may differ from the projected results
        set
        forth therein.


      
        
          
          

        

        
          54

          
            

          

        

        
          
          

        

      


      (b)           From
        June 30, 2007 through the Effective Date, there has been no material adverse
        change in the business, operations, condition, property or prospects (financial
        or otherwise) of the Credit Parties, taken as a whole.

      


      (c)           To
        the best knowledge of the Credit Parties, as of the Effective Date, (i) the
        Credit Parties do not have any material contingent obligations (including
        any
        liability for taxes) not disclosed by or reserved against in the opening
        balance
        sheet to be delivered hereunder and (ii) there are no unrealized or anticipated
        losses from any present commitment of the Credit Parties which contingent
        obligations and losses in the aggregate could reasonably be expected to have
        a
        Material Adverse Effect.

      


      6.22           Solvency.  After
        giving effect to the consummation of the transactions contemplated by this
        Agreement and other Loan Documents and the Acquisition Documents, each Credit
        Party will be solvent, able to pay its indebtedness as it matures and will
        have
        capital sufficient to carry on its businesses and all business in which it
        is
        about to engage. This Agreement is being executed and delivered by the Borrowers
        to Agent and the Lenders in good faith and in exchange for fair, equivalent
        consideration. The Credit Parties do not intend to nor does management of
        the
        Credit Parties believe the Credit Parties will incur debts beyond their ability
        to pay as they mature. No Credit Party contemplates filing a petition in
        bankruptcy or for an arrangement or reorganization under the Bankruptcy Code
        or
        any similar law of any jurisdiction now or hereafter in effect relating to
        any
        Credit Party, nor does any Credit Party have any knowledge of any threatened
        bankruptcy or insolvency proceedings against a Credit Party.

      


      6.23           Employee
        Matters.  Except as set forth on Schedule 6.23, there are
        no strikes, slowdowns, work stoppages, unfair labor practice complaints,
        grievances, arbitration proceedings or controversies pending or, to the best
        knowledge of the Borrowers, threatened against any Credit Party by any employees
        of any Credit Party, other than non-material employee grievances or
        controversies arising in the ordinary course of business. Set forth on Schedule
        6.23 are all union contracts or agreements to which any Credit Party is party
        as
        of the Effective Date and the related expiration dates of each such
        contract.

      


      6.24           No
        Misrepresentation.  Neither this Agreement nor any other
        Loan Document, certificate, information or report furnished or to be furnished
        by or on behalf of a Credit Party to Agent or any Lender in connection with
        any
        of the transactions contemplated hereby or thereby, contains a misstatement
        of
        material fact, or omits to state a material fact required to be stated in
        order
        to make the statements contained herein or therein, taken as a whole, not
        misleading in the light of the circumstances under which such statements
        were
        made.  There is no fact, other than information known to the public
        generally, known to any Credit Party after diligent inquiry, that could
        reasonably be expect to have a Material Adverse Effect that has not expressly
        been disclosed to Agent in writing.


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      


      6.25           Corporate
        Documents and Corporate Existence.  As to each Credit
        Party, (a) it is an organization as described on Schedule 1.3 hereto and
        has
        provided the Agent and the Lenders with complete and correct copies of its
        articles of incorporation, by-laws and all other applicable charter and other
        organizational documents, and, if applicable, a good standing certificate
        and
        (b) its correct legal name, business address, type of organization and
        jurisdiction of organization, tax identification number and other relevant
        identification numbers are set forth on Schedule 1.3 hereto.

      


      6.26           Acquisition
        Documents.

      


      
        	
                 

              	
                (a)

              	
                Each
                  Acquisition Document to which any Credit Party is a party has been
                  duly
                  authorized and validly executed, constitutes the valid and binding
                  obligation of such Credit Party and is enforceable against such
                  Credit
                  Party in accordance with its terms except as enforcement thereof
                  may be
                  limited by applicable bankruptcy, reorganization, insolvency, fraudulent
                  conveyance, moratorium or similar laws affecting the enforcement
                  of
                  creditor’s rights, generally and by general principles of equity
                  (regardless of whether enforcement is considered in a proceeding
                  in law or
                  equity).  No Acquisition Document to which any Credit Party is a
                  party has been modified, amended, altered or changed in any manner
                  except
                  in compliance with this Agreement, and there are no unwaived defaults,
                  other than such defaults which, either singly or in the aggregate,
                  could
                  not reasonably be expected to have a Material Adverse Effect, existing
                  under the Acquisition Documents by any Credit Party that is a party
                  thereto, or, to the best of the knowledge of any Credit Party,
                  by any
                  other party thereto;

              


      

      


      
        	
                 

              	
                (b)

              	
                The
                  Credit Parties will keep and perform or cause to be kept and performed
                  all
                  of their respective material obligations under the Acquisition
                  Documents;

              


      

      


      
        	
                 

              	
                (c)

              	
                No
                  Credit Party shall have granted a collateral assignment of, or
                  a security
                  interest over the Acquisition Documents (other than in favor of
                  Agent for
                  the benefit of the Lenders) and, no Credit Party shall have sold,
                  transferred or assigned any Acquisition Document to any Person
                  (other than
                  to or in favor of Agent) without the consent of the Agent;
                  and

              


      

      


      
        	
              	
                (d)

              	
                Upon
                  the consummation of the Acquisition, the Borrowers and Sellers
                  shall have
                  obtained all material third party consents reasonably deemed necessary
                  by
                  Agent or otherwise required in connection with the Acquisition
                  and shall
                  have delivered copies to Agent of all additional assignment or
                  assumption
                  agreements entered into in connection therewith, except to the
                  extent
                  waived or extended pursuant to the terms hereof and
                  thereof.

              


      


      
        	
                7.

              	
                AFFIRMATIVE
                  COVENANTS.

              


      

      


      Each
        Borrower covenants and agrees, so long as any Lender has any commitment to
        extend credit hereunder, or any of the Indebtedness remains outstanding and
        unpaid, that it will, and, as applicable, it will cause each of its Subsidiaries
        to:

      


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      7.1        
            Financial Statements.  Furnish
        to the Agent, in form and detail satisfactory to Agent, with sufficient copies
        for each Lender, the following documents:

      


      
        	
                 

              	
                (a)

              	
                as
                  soon as available, but in any event within one hundred twenty (120)
                  days
                  after the end of each Fiscal Year, a copy of the audited Consolidated
                  and
                  unaudited Consolidating financial statements of the Sterling and
                  its
                  Consolidated Subsidiaries as at the end of such Fiscal Year and
                  the
                  related audited Consolidated and unaudited Consolidating statements
                  of
                  income, stockholders equity, and cash flows of Sterling and its
                  Consolidated Subsidiaries for such Fiscal Year or partial Fiscal
                  Year and
                  underlying assumptions, setting forth in each case in comparative
                  form the
                  figures for the previous Fiscal Year, certified as being fairly
                  stated in
                  all material respects by an independent, nationally recognized
                  certified
                  public accounting firm reasonably satisfactory to the Agent;
                  and

              


      

      


      
        	
                 

              	
                (b)

              	
                as
                  soon as available, but in any event within forty-five (45) days
                  after the
                  end of each fiscal quarter of Sterling (except the last quarter
                  of each
                  Fiscal Year), Borrower prepared unaudited Consolidated and Consolidating
                  balance sheets of Sterling and its Consolidated Subsidiaries as
                  at the end
                  of such quarter and the related stockholders equity and cash flows,
                  jobs-in-progress report, backlog report, and accounts receivable
                  and
                  payable statements, and a statement of the Average Total Debt for
                  the
                  Applicable Measuring Period of Sterling and its Consolidated Subsidiaries
                  for the portion of the Fiscal Year through the end of such quarter,
                  setting forth in each case in comparative form the figures for
                  the
                  corresponding periods in the previous Fiscal Year, and certified
                  by a
                  Responsible Officer of the Borrower Representative as being fairly
                  stated
                  in all material respects;

              


      

      


      all
        such
        financial statements to be complete and correct in all material respects
        and to
        be prepared in reasonable detail and in accordance with GAAP throughout the
        periods reflected therein and with prior periods (except as approved by a
        Responsible Officer of the Borrower Representative and disclosed therein),
        provided however that the financial statements delivered pursuant to clause
        (b)
        hereof will not be required to include footnotes and will be subject to change
        from audit and year-end adjustments.

      


      7.2        
            Certificates; Other
        Information.  Furnish to the Agent, in form and detail
        acceptable to Agent, with sufficient copies for each Lender, the following
        documents:

      


      
        	
                 

              	
                (a)

              	
                Concurrently
                  with the delivery of the financial statements described in Sections
                  7.1(a)
                  and 7.1(b) of this Agreement for each fiscal year-end and fiscal
                  quarter-end, respectively, a Covenant Compliance Report duly executed
                  by a
                  Responsible Officer of the Borrower Representative and, as required
                  by the
                  Security Agreement, all original vehicle titles for vehicles acquired
                  by
                  any Credit Party during the prior fiscal
                  quarter;

              


      


      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (b)

              	
                Deliver
                  (i) no later than November 15, 2007, a pro forma opening balance
                  sheet for
                  Sterling and its Consolidated Subsidiaries (including the Target)
                  and (ii)
                  no later than December 15, 2007, an actual opening balance sheet
                  (the
                  “Balance Sheet”) for Sterling and its Consolidated Subsidiaries (including
                  Target), each such balance sheet to be in form and substance reasonably
                  acceptable to the Agent;

              


      

      


      
        	
                 

              	
                (c)

              	
                Promptly
                  upon receipt thereof, copies of all significant reports submitted
                  by the
                  Credit Parties’ firm(s) of certified public accountants in connection with
                  each annual, interim or special audit or review of any type of
                  the
                  financial statements or related internal control systems of the
                  Credit
                  Parties made by such accountants, including any comment letter
                  submitted
                  by such accountants to management in connection with their
                  services;

              


      

      


      
        	
                 

              	
                (d)

              	
                Any
                  financial reports, statements, press releases, other material information
                  or written notices delivered to the holders of the Subordinated
                  Debt
                  pursuant to any applicable Subordinated Debt Documents (to the
                  extent not
                  otherwise required hereunder), as and when delivered to such
                  Persons;

              


      

      


      
        	
                 

              	
                (e)

              	
                Within
                  sixty (60) days after the end of each Fiscal Year, projections
                  for the
                  Credit Parties for the next succeeding Fiscal Year, substantially
                  in the
                  form provided to the Agent prior to Effective Date, except as otherwise
                  requested by or agreed to by the Agent, such projections certified
                  by a
                  Responsible Officer of the Borrower Representative as being based
                  on
                  reasonable estimates and assumptions taking into account all facts
                  and
                  information known (or reasonably available to any Credit Party)
                  by a
                  Responsible Officer of the Borrower
                  Representative;

              


      

      


      
        	
                 

              	
                (f)

              	
                Promptly
                  upon the filing thereof, any 10-K or 10-Q filings made with the
                  Securities
                  and Exchange Commission or any national securities
                  exchange;

              


      

      


      
        	
                 

              	
                (g)

              	
                Any
                  additional information as required by any Loan Document, and such
                  additional schedules, certificates and reports respecting all or
                  any of
                  the Collateral, the items or amounts received by the Credit Parties
                  in
                  full or partial payment thereof, and any goods (the sale or lease
                  of which
                  shall have given rise to any of the Collateral) possession of which
                  has
                  been obtained by the Credit Parties, all to such extent as Agent
                  may
                  reasonably request from time to time, any such schedule, certificate
                  or
                  report to be certified as true and correct in all material respects
                  by a
                  Responsible Officer of the applicable Credit Party and shall be
                  in such
                  form and detail as Agent may reasonably specify;
                  and

              


      

      


      
        	
                 

              	
                (h)

              	
                Such
                  additional financial and/or other information as Agent or any Lender
                  may
                  from time to time reasonably request, promptly following such
                  request.

              


      


      
        
          
          

        

        
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      7.3       
             Intentionally Omitted.

      


      7.4       
             Conduct of Business and Maintenance of
        Existence; Compliance with Laws.

      


      (a)           Not
        engage in any business that is substantially different from the business
        conducted by the Credit Parties immediately prior to the Effective Date and
        businesses reasonably related or complementary thereto;

      


      (b)           Preserve,
        renew and keep in full force and effect its existence and maintain its
        qualifications to do business in each jurisdiction where such qualifications
        are
        necessary for its operations, except as otherwise permitted pursuant to Section
        8.4;

      


      (c)           Take
        all action it deems necessary in its reasonable business judgment to maintain
        all rights, privileges and franchises necessary for the normal conduct of
        its
        business except where the failure to so maintain such rights, privileges
        or
        franchises could not, either singly or in the aggregate, reasonably be expected
        to have a Material Adverse Effect;

      


      (d)           Comply
        with all Requirements of Law, except to the extent that failure to comply
        therewith could not, either singly or in the aggregate, reasonably be expected
        to have a Material Adverse Effect; and

      


      (e)           (i)
        Continue to be a Person whose property or interests in property is not blocked
        or subject to blocking pursuant to Section 1 of Executive Order 13224 of
        September 23, 2001 Blocking Property and Prohibiting Transactions With Persons
        Who Commit, Threaten to Commit or Support Terrorism (66 Fed. Reg. 49079 (2001))
        (the “Order”), (ii) not engage in the transactions prohibited by Section 2 of
        that Order or become associated with Persons such that a violation of Section
        2
        of the Order would arise, and (iii) not become a Person on the list of Specially
        Designated National and Blocked Persons, or (iv) otherwise not become subject
        to
        the limitation of any OFAC regulation or executive order.

      


      7.5            Maintenance
        of Property; Insurance.  (a)  Keep all material
        property it deems, in its reasonable business judgment, useful and necessary
        in
        its business in working order (ordinary wear and tear excepted); (b) maintain
        insurance coverage with financially sound and reputable insurance companies
        on
        physical assets and against other business risks in such amounts and of such
        types as are customarily carried by companies similar in size and nature
        (including without limitation casualty and public liability and property
        damage
        insurance), and in the event of acquisition of additional property, real
        or
        personal, or of the incurrence of additional risks of any nature, increase
        such
        insurance coverage in such manner and to such extent as prudent business
        judgment and present practice or any applicable Requirements of Law would
        dictate; (c) in the case of all insurance policies covering any Collateral,
        such
        insurance policies shall provide that the loss payable thereunder shall be
        payable to the applicable Credit Party, and to the Agent (as mortgagee, or,
        in
        the case of personal property interests, lender loss payee) as their respective
        interests may appear; (d) in the case of all  public liability
        insurance policies, such policies shall list the Agent as an additional insured,
        as Agent may reasonably request; and (e) if requested by Agent, certificates
        evidencing such policies, including all endorsements thereto, to be deposited
        with Agent, such certificates being in form and substance reasonably acceptable
        to Agent.


      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      


      7.6      
              Inspection of Property; Books and
        Records, Discussions.  Permit Agent and each Lender,
        through their authorized attorneys, accountants and representatives (a) at
        all
        reasonable times during normal business hours, upon the request of Agent
        or such
        Lender, to examine each Credit Party’s books, accounts, records, ledgers and
        assets and properties; (b) from time to time, during normal business hours,
        upon
        the request of the Agent, to conduct appraisals of all or a portion of the
        material fixed assets of the Credit Parties, such appraisals to be completed
        by
        an appraiser as may be selected by Agent and consented to by the Borrower
        Representative (such consent not to be unreasonably withheld), with all
        reasonable costs and expenses of such appraisals to be reimbursed by the
        Credit
        Parties, provided that so long as no Event of Default or Default exists,
        Borrowers shall not be required to reimburse Agent for such audits or appraisals
        more frequently than once each Fiscal Year; (c) during normal business hours
        and
        at their own risk, to enter onto the real property owned or leased by any
        Credit
        Party to conduct inspections, investigations or other reviews of such real
        property; and (d) at reasonable times during normal business hours and at
        reasonable intervals, to visit all of the Credit Parties’ offices, discuss each
        Credit Party’s respective financial matters with their respective officers, as
        applicable, and, by this provision, each Borrower authorizes, and will cause
        each of their respective Subsidiaries to authorize, its independent certified
        or
        chartered public accountants to discuss the finances and affairs of any Credit
        Party and examine any of such Credit Party’s books, reports or records held by
        such accountants.

      


      7.7      
              Notices.  Promptly
        give written notice to the Agent of:

      


      
        	
                 

              	
                (a)

              	
                the
                  occurrence of any Default or Event of Default of which any Credit
                  Party
                  has knowledge;

              


      

      


      
        	
                 

              	
                (b)

              	
                any
                  (i) litigation or proceeding existing at any time between any Credit
                  Party
                  and any Governmental Authority or other third party, or any investigation
                  of any Credit Party conducted by any Governmental Authority, which
                  in any
                  case if adversely determined would have a Material Adverse Effect
                  or (ii)
                  any material adverse change in the financial condition of any Credit
                  Party
                  since the date of the last audited financial statements delivered
                  pursuant
                  to Section 7.1(a) hereof;

              


      

      


      
        	
                 

              	
                (c)

              	
                the
                  occurrence of any event which any Credit Party believes could reasonably
                  be expected to have a Material Adverse Effect, promptly after concluding
                  that such event could reasonably be expected to have such a Material
                  Adverse Effect;

              


      

      


      
        	
                 

              	
                (d)

              	
                promptly
                  after becoming aware thereof, the taking by the Internal Revenue
                  Service
                  or any foreign taxing jurisdiction of a written tax position (or
                  any such
                  tax position taken by any Credit Party in a filing with the Internal
                  Revenue Service or any foreign taxing jurisdiction) which could
                  reasonably
                  be expected to have a Material Adverse Effect, setting forth the
                  details
                  of such position and the financial impact
                  thereof;

              


      

      


      
        	
                 

              	
                (e)

              	
                (i)
                  all jurisdictions in which any Credit Party proposes to become
                  qualified
                  after the Effective Date to transact business, (ii) the acquisition
                  or
                  creation of any new Subsidiaries, (iii) any material change after
                  the
                  Effective Date in the authorized and issued Equity Interests of
                  any Credit
                  Party or any other material amendment to any Credit Party’s charter,
                  by-laws or other organizational documents, such notice, in each
                  case, to
                  identify the applicable jurisdictions, capital structures or amendments
                  as
                  applicable, provided that such notice shall be given not less than
                  ten
                  (10) Business Days prior to the proposed effectiveness of such
                  changes,
                  acquisition or creation, as the case may be (or such shorter period
                  to
                  which Agent may consent);

              


      


      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (f)

              	
                not
                  less than fifteen (15) Business Days (or such other shorter period
                  to
                  which Agent may agree) prior to the proposed effective date thereof,
                  any
                  proposed material amendments, restatements or other modifications
                  to any
                  Subordinated Debt Documents; and

              


      

      


      
        	
                 

              	
                (g)

              	
                any
                  default or event of default by any Person under any Subordinated
                  Debt
                  Document, Acquisition Document or Bond Document concurrently with
                  delivery
                  or promptly after receipt (as the case may be) of any notice of
                  default or
                  event of default under the applicable document, as the case may
                  be.

              


      

      


      Each
        notice pursuant to this Section shall be accompanied by a statement of a
        Responsible Officer of the Borrower Representative setting forth details
        of the
        occurrence referred to therein and, in the case of notices referred to in
        clauses (a), (b), (c), (d) and (g) hereof stating what action the applicable
        Credit Party has taken or proposes to take with respect thereto.

      


      7.8         
           Hazardous Material Laws.

      


      (a)           Use
        and operate all of its facilities and properties in material compliance with
        all
        applicable Hazardous Material Laws, keep all material required permits,
        approvals, certificates, licenses and other authorizations required under
        such
        Hazardous Material Laws in effect and remain in compliance therewith, and
        handle
        all Hazardous Materials in material compliance with all applicable Hazardous
        Material Laws;

      


      (b)           (i)
        Promptly notify Agent and provide copies upon receipt of all written claims,
        complaints, notices or inquiries received by any Credit Party relating to
        its
        facilities and properties or compliance with Hazardous Material Laws which,
        if
        adversely determined, could reasonably be expected to have a Material Adverse
        Effect and (ii) promptly cure and have dismissed with prejudice to the
        reasonable satisfaction of Agent and the Majority Lenders any material actions
        and proceedings relating to compliance with Hazardous Material Laws to which
        any
        Credit Party is named a party, other than such actions or proceedings being
        contested in good faith and with the establishment of reasonable
        reserves;

      


      (c)           To
        the extent necessary to comply in all material respects with Hazardous Material
        Laws, remediate or monitor contamination arising from a release or disposal
        of
        Hazardous Material, which solely, or together with other releases or disposals
        of Hazardous Materials could reasonably be expected to have a Material Adverse
        Effect;

      


      (d)           Provide
        such information and certifications which Agent or any Lender may reasonably
        request from time to time to evidence compliance with this Section
        7.8.


      
        
          
          

        

        
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      7.9    
               Financial
        Covenants.

      


      (a)           Commencing
        with the fiscal quarter ending December 31, 2007, maintain as of the end
        of each
        fiscal quarter a Fixed Charge Coverage Ratio of not less than 1.25 to
        1.00.

      


      (b)           Commencing
        with the fiscal quarter ending December 31, 2007, maintain as of the end
        of each
        fiscal quarter a Leverage Ratio of not more (i) than 2.25 to 1.00 for the
        fiscal
        quarters ending December 31, 2007 and March 31, 2008 and (ii) 2.00 to 1.00
        for
        each fiscal quarter thereafter:

      


      (c)           Commencing
        on the Effective Date (after giving effect to the Acquisition), maintain
        a
        Tangible Net Worth of Sterling and its Consolidated Subsidiaries equal to
        (i)
        the Tangible Net Worth of Sterling and its Consolidated Subsidiaries as
        calculated based on the Balance Sheet less $3,000,000 plus (ii) 50% of each
        subsequent fiscal quarter’s positive Net Income, without reduction for
        losses.

      


      (d)           Commencing
        on the Effective Date (after giving effect to the Acquisition), maintain
        an
        Asset Coverage Ratio of at least 1.25 to 1.00.

      


      (e)           At
        no time shall Sterling and its Consolidated Subsidiaries have Net Income
        for any
        two consecutive fiscal quarters which is less than ($500,000) in the aggregate
        for such two consecutive fiscal quarters.

      


      7.10           Governmental
        and Other Approvals.  Apply for, obtain and/or maintain in effect,
        as applicable, all authorizations, consents, approvals, licenses,
        qualifications, exemptions, filings, declarations and registrations (whether
        with any court, governmental agency, regulatory authority, securities exchange
        or otherwise) which are necessary or reasonably requested by Agent in connection
        with the execution, delivery and performance by any Credit Party of, as
        applicable, this Agreement, the other Loan Documents, the Subordinated Debt
        Documents or any other documents or instruments to be executed and/or delivered
        by any Credit Party, as applicable in connection therewith or herewith, except
        where the failure to so apply for, obtain or maintain could not reasonably
        be
        expected to have a Material Adverse Effect.

      


      7.11           Compliance
        with ERISA; ERISA Notices.  (a)  Comply in all
        material respects with all material requirements imposed by ERISA and the
        Internal Revenue Code, including, but not limited to, the minimum funding
        requirements for any Pension Plan, except to the extent that any noncompliance
        could not reasonably be expected to have a Material Adverse Effect.

      


      (b)           Promptly
        notify Agent upon the occurrence of any of the following events in writing:
        (i)
        the termination, other than a standard termination, as defined in ERISA,
        of any
        Pension Plan subject to Subtitle C of Title IV of ERISA by any Credit Party;
        (ii) the appointment of a trustee by a United States District Court to
        administer any Pension Plan subject to Title IV of ERISA; (iii) the commencement
        by the PBGC, of any proceeding to terminate any Pension Plan subject to Title
        IV
        of ERISA; (iv) the failure of any Credit Party to make any payment in respect
        of
        any Pension Plan required under Section 412 of the Internal Revenue Code
        or
        Section 302 of ERISA; (v) the withdrawal of any Credit Party from any
        Multiemployer Plan if any Credit Party reasonably believes that such withdrawal
        would give rise to the imposition of Withdrawal Liability with respect thereto;
        or (vi) the occurrence of (x) a “reportable event” which is required to be
        reported by a Credit Party under Section 4043 of ERISA other than any event
        for
        which the reporting requirement has been waived by the PBGC or (y) a “prohibited
        transaction” as defined in Section 406 of ERISA or Section 4975 of the Internal
        Revenue Code other than a transaction for which a statutory exemption is
        available or an administrative exemption has been obtained.


      
        
          
          

        

        
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      7.12           Defense
        of Collateral.  Defend the Collateral from any Liens other
        than Liens permitted by Section 8.2.

      


      7.13           Future
        Subsidiaries; Additional Collateral.

      


      (a)           With
        respect to each Person which becomes a Domestic Subsidiary of a Borrower
        (directly or indirectly) subsequent to the Effective Date, whether by Permitted
        Acquisition or otherwise, cause such new Domestic Subsidiary to execute and
        deliver to the Agent, for and on behalf of each of the Lenders (unless waived
        by
        Agent):

      


      
        	
                 

              	
                (i)

              	
                Within
                  thirty (30) days after the date such Person becomes a Domestic
                  Subsidiary
                  (or such longer time period as the Agent may determine), a joinder
                  agreement to this Agreement, whereby such Domestic Subsidiary shall
                  become
                  a co-Borrower hereunder; and

              


      

      


      
        	
                 

              	
                (ii)

              	
                within
                  thirty (30) days after the date such Person becomes a Domestic
                  Subsidiary
                  (or such longer time period as the Agent may determine), a joinder
                  agreement to the Security Agreement whereby such Domestic Subsidiary
                  grants a Lien over its assets (other than Equity Interests which
                  should be
                  governed by (b) of this Section 7.13) as set forth in the Security
                  Agreement, and such Domestic Subsidiary shall take such additional
                  actions
                  as may be necessary to ensure a valid first priority perfected
                  Lien over
                  such assets of such Domestic Subsidiary as are specified in the
                  Security
                  Agreement, subject only to the other Liens permitted pursuant to
                  Section
                  8.2 of this Agreement;

              


      

      


      
        	
                 

              	
                (iii)

              	
                within
                  the time period specified in and to the extent required under clause
                  (c)
                  of this Section 7.13, any Mortgage, Collateral Access Agreements
                  and/or
                  other documents required to be delivered in connection
                  therewith;

              


      

      


      (b)           With
        respect to the Equity Interests of each Person which becomes (whether by
        Permitted Acquisition or otherwise) (i) a Domestic Subsidiary subsequent
        to the
        Effective Date, cause the Credit Party that holds such Equity Interests to
        execute and deliver such Pledge Agreements, and take such actions as may
        be
        necessary to ensure a valid first priority perfected Lien over one hundred
        percent (100%) of the Equity Interests of such Domestic Subsidiary held by
        a
        Credit Party, such Pledge Agreements to be executed and delivered (unless
        waived
        by Agent) within thirty (30) days after the date such Person becomes a Domestic
        Subsidiary (or such longer time period as Agent may determine); and (ii)
        a
        Foreign Subsidiary subsequent to the Effective Date, the Equity Interests
        of
        which is held directly by a Borrower or one of its Domestic Subsidiaries,
        cause
        the Credit Party that holds such Equity Interests to execute and deliver
        such
        Pledge Agreements and take such actions as may be necessary to ensure a valid
        first priority perfected Lien over sixty-five percent (65%) of the Equity
        Interests of such Subsidiary, such Pledge Agreements to be executed and
        delivered (unless waived by Agent) within thirty (30) days after the date
        such
        Person becomes a Foreign Subsidiary (or such longer time period as Agent
        may
        determine); and


      
        
          
          

        

        
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      (c)           (i)
        With respect to the acquisition of a fee interest in real property by any
        Credit
        Party after the Effective Date (whether by Permitted Acquisition or otherwise)
        where the fair market value of such real property is in excess of $1,000,000
        or
        the fair market value of such real property, together with all other real
        property owned by the Credit Parties and not encumbered by a lien in the
        name of
        the Agent for the benefit of the Lenders is in excess of $2,500,000, not
        later
        than thirty (30) days after the acquisition is consummated or the owner of
        such
        property becomes a Domestic Subsidiary (or such longer time period as Agent
        may
        determine), such Credit Party shall execute or cause to be executed (unless
        waived by Agent), a Mortgage (or an amendment to an existing mortgage, where
        appropriate) covering such real property, together with such additional real
        estate documentation, environmental reports, title policies and surveys as
        may
        be reasonably required by Agent; and (ii) with respect to the acquisition
        of any
        leasehold interest in real property by any Credit Party after the Effective
        Date
        (whether by Permitted Acquisition or otherwise), not later than thirty (30)
        days
        after the acquisition is consummated or the owner of the applicable leasehold
        interest becomes a Domestic Subsidiary (or such longer time period as Agent
        may
        determine), the applicable Credit Party shall deliver to the Agent a copy
        of the
        applicable lease agreement and shall execute or cause to be executed, at
        Agent’s
        option, unless otherwise waived by Agent, a Collateral Access Agreement in
        form
        and substance reasonably acceptable to Agent together with such other
        documentation as may be reasonably required by Agent, provided, however the
        requirement of delivering such Collateral Access Agreements shall only apply
        to
        permanent leased facilities, and not to any temporary leased locations relating
        solely to jobs-in-progress;

      


      in
        each
        case in form reasonably satisfactory to the Agent, in its reasonable discretion,
        together with such supporting documentation, including without limitation
        corporate authority items, certificates and opinions of counsel, as reasonably
        required by the Agent.  Upon the Agent’s request, Credit Parties shall
        take, or cause to be taken, such additional steps as are necessary or advisable
        under applicable law to perfect and ensure the validity and priority of the
        Liens granted under this Section 7.13.

      


      7.14           Accounts.  Maintain
        all deposit accounts and securities accounts of any Credit Party with Agent,
        provided, however that the Credit Parties may maintain other deposit accounts
        with a bank other than Agent provided that the aggregate amount held in such
        other deposit accounts at any time shall not exceed $250,000.

      


      7.15           Use
        of Proceeds.  Use all Advances of the Revolving Credit as
        set forth in Section 2.12 hereof. No Borrower shall use any portion of the
        proceeds of any such advances for the purpose of purchasing or carrying any
        “margin stock” (as defined in Regulation U of the Board of Governors of the
        Federal Reserve System) in any manner which violates the provisions of
        Regulation T, U or X of said Board of Governors or for any other purpose
        in
        violation of any applicable statute or regulation.


      
        
          
          

        

        
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      7.16           Post-Closing
        Items.  Within  the time periods specified below
        (unless such time period is otherwise extended by the Agent in its sole
        discretion), the Borrowers shall provide the following materials to the
        Agent:

      


      
        	
                 

              	
                (a)

              	
                Within
                  thirty (30) days of the Effective Date, execute and deliver Mortgages,
                  in
                  form and substance reasonably acceptable to the Agent for that
                  certain
                  real property located at (i) 20810 Fernbush Lane, Houston, Texas
                  77073,
                  (ii) Loop 21050 Loop 494, New Caney, Montgomery County, Texas,
                  (iii)
                  64.839 acres on Bauer Road, Cypress, Harris County, Texas, (iv)
                  50.7 acres on St. Hedwig Street (FM1346), San
                  Antonio, Bexar County, Texas; (v) 4.466 acres at 5001 West Rock
                  Island
                  Road (CR 274), Grand Prairie, Dallas County, Texas and (vi) 5.0
                  acres at
                  20505 Essman, Houston, Harris County, Texas, together with all
                  related
                  documentation as Agent may request.

              


      

      


      
        	
                 

              	
                (b)

              	
                On
                  the Effective Date, (i) the Joinder Agreement executed by Target;
                  (ii) for
                  any Lender requesting them, Revolving Credit Notes and for the
                  Swing Line
                  Lender, the Swing Note, executed by the Borrowers; (iii) officers’
                  certificates of the Target in the form required by Section 5.1(b)
                  hereof;
                  (iv) that certain Comerica Bank Merger Acknowledgment, executed
                  by the
                  Borrowers; (v) that certain Agreement re: No Oral Agreements, executed
                  by
                  the Borrowers; (vi) that certain Acknowledgment of Pledge executed
                  by RHBL
                  and (vii) that certain Acknowledgment of the Borrowers to the Comerica
                  Intercreditor Agreement.

              


      

      


      
        	
                 

              	
                (c)

              	
                Within
                  thirty (30) days of the Effective Date, amend the loan documents
                  relating
                  to the Comerica Debt in form and substance reasonably acceptable
                  to the
                  Agent;

              


      

      


      
        	
                 

              	
                (d)

              	
                Within
                  fifteen (15) days of the Effective Date, deliver certificates of
                  foreign
                  qualification for OMC in the Commonwealth of Massachusetts, and
                  for TSC in
                  the State of Arizona;

              


      

      


      
        	
                 

              	
                (e)

              	
                Within
                  fifteen (15) days of the Effective Date, deliver casualty and liability
                  insurance certificates in form and substance reasonably acceptable
                  to the
                  Agent;

              


      

      


      
        	
                 

              	
                (f)

              	
                Within
                  fifteen (15) days of the Effective Date, deliver an opinion as
                  to the
                  Target from counsel to the Borrowers in the State of Nevada, in
                  form and
                  substance reasonably acceptable to the
                  Agent;

              


      

      


      
        	
                 

              	
                (g)

              	
                Within
                  fifteen (15) days of the Effective Date, to the extent there is
                  any
                  outstanding intercompany Debt among any Credit Parties, execute
                  Intercompany Notes evidencing such Debt and deliver such Intercompany
                  Notes to the Agent;

              


      


      
        
          
          

        

        
          65

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (h)

              	
                Unless
                  within sixty (60) days of the Effective Date, any investment accounts
                  held
                  with Comerica Securities, Inc. have been closed, the applicable
                  Credit
                  Parties shall, upon the request of the Agent, execute and deliver
                  an
                  account control agreement regarding such accounts in form and substance
                  reasonably acceptable to the Agent together with such other documents
                  related thereto as Agent may reasonably request;
                  and

              


      

      


      
        	
                 

              	
                (i)

              	
                Within
                  thirty (30) days of the Effective Date, all vehicle titles for
                  vehicles
                  owned by the Borrowers.

              


      

      


      7.17           Further
        Assurances and Information.  (a)  Take such
        actions as the Agent or Majority Lenders may from time to time reasonably
        request to establish and maintain first priority perfected security interests
        in
        and Liens on all of the Collateral, subject only to those Liens permitted
        under
        Section 8.2 hereof, including executing and delivering such additional pledges,
        assignments, mortgages, lien instruments or other security instruments covering
        any or all of the Credit Parties’ assets as Agent may reasonably require, such
        documentation to be in form and substance reasonably acceptable to Agent,
        and
        prepared at the expense of the Borrowers; and

      


      (b)           Execute
        and deliver or cause to be executed and delivered to Agent within a reasonable
        time following Agent’s request, and at the expense of the Borrowers, such other
        documents or instruments as Agent may reasonably require to effectuate more
        fully the purposes of this Agreement or the other Loan Documents.

      


      (c)           Provide
        the Agent and the Lenders with any other information required by Section
        326 of
        the Patriot Act or necessary for the Agent and the Lenders to verify the
        identity of any Credit Party as required by Section 326 of the Patriot
        Act.

      


      
        	
                8.

              	
                NEGATIVE
                  COVENANTS.

              


      

      


      Each
        Borrower covenants and agrees that, so long as any Lender has any commitment
        to
        extend credit hereunder, or any of the Indebtedness remains outstanding and
        unpaid, it will not, and, as applicable, it will not permit any of its
        Subsidiaries to:

      


      8.1    
                Limitation on
        Debt.  Create, incur, assume or suffer to exist any Debt,
        except:

      


      
        	
                 

              	
                (a)

              	
                Indebtedness
                  of any Credit Party to Agent and the Lenders under this Agreement
                  and/or
                  the other Loan Documents;

              


      

      


      
        	
                 

              	
                (b)

              	
                any
                  Debt existing on the Effective Date and set forth in Schedule 8.1
                  attached
                  hereto and any renewals or refinancing of such Debt (provided that
                  (i) the
                  aggregate principal amount of such renewed or refinanced Debt shall
                  not
                  exceed the aggregate principal amount of the original Debt outstanding
                  on
                  the Effective Date (less any principal payments and the amount
                  of any
                  commitment reductions made thereon on or prior to such renewal
                  or
                  refinancing), (ii) the renewal or refinancing of such Debt shall
                  be on
                  substantially the same or better terms as in effect with respect
                  to such
                  Debt on the Effective Date, and shall  otherwise be in
                  compliance with this Agreement, and (iii) at the time of such renewal
                  or
                  refinancing no Default or Event of Default has occurred and is
                  continuing
                  or would result from the renewal or refinancing of such
                  Debt;

              


      


      
        
          
          

        

        
          66

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (c)

              	
                any
                  Debt of Borrowers or any Subsidiary incurred to finance the acquisition
                  of
                  fixed or capital assets, whether pursuant to a loan or a Capitalized
                  Lease
                  provided that both at the time of and immediately after giving
                  effect to
                  the incurrence thereof (i) no Default or Event of Default shall
                  have
                  occurred and be continuing, and (ii) the aggregate amount of all
                  such Debt
                  at any one time outstanding (including, without limitation, any
                  Debt of
                  the type described in this clause (c) which is set forth on Schedule
                  8.1
                  hereof) shall not exceed $5,000,000, and any renewals or refinancings
                  of
                  such Debt on terms substantially the same or better than those
                  in effect
                  at the time of the original incurrence of such
                  Debt;

              


      

      


      
        	
                 

              	
                (d)

              	
                Debt
                  under any Hedging Transactions, provided that such transaction
                  is entered
                  into for risk management purposes and not for speculative
                  purposes;

              


      

      


      
        	
                 

              	
                (e)

              	
                Debt
                  arising from judgments or decrees not deemed to be a Default or
                  Event of
                  Default under subsection (g) of Section
                  9.1;

              


      

      


      
        	
                 

              	
                (f)

              	
                Debt
                  owing to a Person that is a Credit Party, but only to the extent
                  permitted
                  under Section 8.7 hereof;

              


      

      


      
        	
                 

              	
                (g)

              	
                the
                  Comerica Debt and the Subordinated
                  Debt;

              


      

      


      
        	
                 

              	
                (h)

              	
                Debt
                  arising under the Surety Agreements, provided that the Borrowers
                  shall
                  promptly terminate the Liberty Mutual Indemnity Agreement and any
                  other
                  Bond Documents related thereto following the completion of the
                  construction projects set forth on Schedule
                  8.1(i);

              


      

      


      
        	
                 

              	
                (i)

              	
                additional
                  unsecured Debt not otherwise described above, provided that both
                  at the
                  time of and immediately after giving effect to the incurrence thereof
                  (i)
                  no Default or Event of Default shall have occurred and be continuing
                  or
                  result therefrom and (ii) the aggregate amount of all such Debt
                  shall not
                  exceed $1,000,000 at any one time
                  outstanding.

              


      

      


      8.2         
           Limitation on Liens.  Create, incur,
        assume or suffer to exist any Lien upon any of its property, assets or revenues,
        whether now owned or hereafter acquired, except for:

      


      
        	
                 

              	
                (a)

              	
                Permitted
                  Liens;

              


      

      


      
        	
                 

              	
                (b)

              	
                Liens
                  securing Debt permitted by Section 8.1(c), provided that (i) such
                  Liens
                  are created upon fixed or capital assets acquired by the applicable
                  Credit
                  Party, (ii) any such Lien is created solely for the purpose of
                  securing
                  indebtedness representing or incurred to finance the cost of the
                  acquisition of the item of property subject thereto, (iii) the
                  principal
                  amount of the Debt secured by any such Lien shall at no time exceed
                  100%
                  of the sum of the purchase price or cost of the applicable property,
                  equipment or improvements and the related costs and charges imposed
                  by the
                  vendors thereof and (iv) the Lien does not cover any property other
                  than
                  the fixed or capital asset acquired; provided, however, that no
                  such Lien
                  shall be created over any owned real property of any Credit Party
                  for
                  which Agent has received a Mortgage or for which such Credit Party
                  is
                  required to execute a Mortgage pursuant to the terms of this
                  Agreement;

              


      


      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (c)

              	
                Liens
                  created pursuant to the Loan
                  Documents;

              


      

      


      
        	
                 

              	
                (d)

              	
                Liens
                  securing the Comerica Debt, as in effect on the Effective Date,
                  and
                  subject to the terms of the Comerica Intercreditor
                  Agreement;

              


      

      


      
        	
                 

              	
                (e)

              	
                Liens
                  arising under the Surety Agreements, provided that (i) no public
                  filing of
                  such Lien has been made, (ii) no action has been taken or threatened
                  to be
                  taken to perfect or enforce such Lien; and (iii) none of the surety
                  companies party to the Surety Agreements have required that any
                  Credit
                  Party establish a cash collateral account or otherwise put cash
                  on deposit
                  for their benefit;

              


      

      


      
        	
                 

              	
                (f)

              	
                other
                  Liens, existing on the Effective Date, set forth on Schedule 8.2
                  and
                  renewals, refinancings and extensions thereof on substantially
                  the same or
                  better terms as in effect on the Effective Date and otherwise in
                  compliance with this Agreement.

              


      

      


      Regardless
        of the provisions of this Section 8.2, no Lien over the Equity Interests
        of
        Borrowers (other than Sterling) or any Subsidiary of any Borrower (except
        for
        those Liens for the benefit of Agent and the Lenders) shall be permitted
        under
        the terms of this Agreement.

      


      8.3      
              Acquisitions.  Except
        for the Acquisition, Permitted Acquisitions and acquisitions permitted under
        Section 8.7, if any, purchase or otherwise acquire or become obligated for
        the
        purchase of all or substantially all or any material portion of the assets
        or
        business interests or a division or other business unit of any Person, or
        any
        Equity Interest of any Person, or any business or going concern.

      


      8.4     
               Limitation on Mergers, Dissolution
        or Sale of Assets.  Enter into any merger or consolidation
        or convey, sell, lease, assign, transfer or otherwise dispose of any of its
        property, business or assets (including, without limitation, Equity Interests,
        receivables and leasehold interests), whether now owned or hereafter acquired
        or
        liquidate, wind up or dissolve, except:

      


      
        	
                 

              	
                (a)

              	
                inventory
                  leased or sold in the ordinary course of
                  business;

              


      

      


      
        	
                 

              	
                (b)

              	
                obsolete,
                  damaged, uneconomic or worn out machinery, parts, property or equipment,
                  or property or equipment no longer used or useful in the conduct
                  of the
                  applicable Credit Party’s business;

              


      

      


      
        	
                 

              	
                (c)

              	
                Permitted
                  Acquisitions;

              


      


      
        
          
          

        

        
          68

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (d)

              	
                mergers
                  or consolidations of any Subsidiary of a Borrower with or into
                  a Borrower
                  or any Guarantor so long as such Borrower or such Guarantor shall
                  be the
                  continuing or surviving entity; provided that at the time of each
                  such
                  merger or consolidation, both before and after giving effect thereto,
                  no
                  Default or Event of Default shall have occurred and be continuing
                  or
                  result from such merger or
                  consolidation;

              


      

      


      
        	
                 

              	
                (e)

              	
                any
                  Subsidiary of a Borrower may liquidate or dissolve into a Borrower
                  or a
                  Guarantor if such Borrower determines in good faith that such liquidation
                  or dissolution is in the best interests of such Borrower, so long
                  as no
                  Default or Event of Default has occurred and is continuing or would
                  result
                  therefrom;

              


      

      


      
        	
                 

              	
                (f)

              	
                sales
                  or transfers, including without limitation upon voluntary liquidation
                  from
                  any Credit Party to a Borrower or a Guarantor, provided that the
                  applicable Borrower or Guarantor takes such actions as Agent may
                  reasonably request to ensure the perfection and priority of the
                  Liens in
                  favor of the Lenders over such transferred
                  assets;

              


      

      


      
        	
                 

              	
                (g)

              	
                (i)
                  Asset Sales (exclusive of asset sales permitted pursuant to all
                  other
                  subsections of this Section 8.4) in which the sales price is at
                  least
                  equal to the fair market value of the assets sold and the consideration
                  received is cash or cash equivalents or Debt of any Credit Party
                  being
                  assumed by the purchaser, provided that, (A) for Asset Sales for
                  assets
                  other than real property, the aggregate amount of such Asset Sales
                  does
                  not exceed $2,000,000 in any Fiscal Year and (B) no Default or
                  Event of
                  Default has occurred and is continuing at the time of each such
                  sale (both
                  before and after giving effect to such Asset Sale), and (ii) other
                  Asset
                  Sales approved by the Majority Lenders in their sole
                  discretion;

              


      

      


      
        	
                 

              	
                (h)

              	
                the
                  sale or disposition of Permitted Investments and other cash equivalents
                  in
                  the ordinary course of business;
                  and

              


      

      


      
        	
                 

              	
                (i)

              	
                dispositions
                  of owned or leased vehicles in the ordinary course of
                  business.

              


      

      


      The
        Lenders hereby consent and agree to the release by Agent of any and all Liens
        on
        the property sold or otherwise disposed of in compliance with this Section
        8.4.

      


      8.5       
             Restricted
        Payments.  Declare or make any distributions, dividend,
        payment or other distribution of assets, properties, cash, rights, obligations
        or securities (collectively, “Distributions”) on account of any of its Equity
        Interests, as applicable, or purchase, redeem or otherwise acquire for value
        any
        of its Equity Interests, as applicable, or any warrants, rights or options
        to
        acquire any of its Equity Interests, now or hereafter outstanding (collectively,
        “Purchases”), except that:

      


      
        	
                 

              	
                (a)

              	
                each
                  Credit Party may pay cash Distributions to the
                  Borrowers;

              


      


      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (b)

              	
                each
                  Credit Party may declare and make Distributions payable in the
                  Equity
                  Interests of such Credit Party, provided that the issuance of such
                  Equity
                  Interests does not otherwise violate the terms of this Agreement
                  and no
                  Default or Event of Default has occurred and is continuing at the
                  time of
                  making such Distribution or would result from the making of such
                  Distribution; and

              


      

      


      
        	
                 

              	
                (c)

              	
                RBHL
                  may make cash Distributions to Mr. Richard Buenting at the times
                  and in
                  the amounts set forth in the Purchase Agreement as in effect on
                  the date
                  hereof, provided that no Default or Event of Default has occurred
                  and is
                  continuing or could reasonably be expected to result
                  therefrom.

              


      

      


      8.6      
             Put and Call.  Make any
        payments to Richard Buenting in respect of the Put (as defined in the
        Acquisition Documents) or otherwise exercise the Call (as defined in the
        Purchase Agreement) if a Default or Event of Default has occurred and is
        continuing or could reasonably be expected to result therefrom.

      


      8.7           Limitation
        on Investments, Loans and Advances.  Make or allow to
        remain outstanding any Investment in, or any loans or advances to, any Person
        other than:

      


      
        	
                 

              	
                (a)

              	
                Permitted
                  Investments;

              


      

      


      
        	
                 

              	
                (b)

              	
                Investments
                  existing on the Effective Date and listed on Schedule 8.7
                  hereof;

              


      

      


      
        	
                 

              	
                (c)

              	
                sales
                  on open account in the ordinary course of
                  business;

              


      

      


      
        	
                 

              	
                (d)

              	
                intercompany
                  loans or intercompany Investments made amongst the Borrowers, provided,
                  further, that in each case, no Default or Event of Default shall
                  have
                  occurred and be continuing at the time of making such intercompany
                  loan or
                  intercompany Investment or result from such intercompany loan or
                  intercompany Investment being made and that any intercompany loans
                  shall
                  be evidenced by and funded under an Intercompany Note pledged to
                  the Agent
                  under the appropriate Collateral
                  Documents;

              


      

      


      
        	
                 

              	
                (e)

              	
                Investments
                  in respect of Hedging Transactions provided that such transaction
                  is
                  entered into for risk management purposes and not for speculative
                  purposes;

              


      

      


      
        	
                 

              	
                (f)

              	
                loans
                  and advances to employees, officers and directors of any Credit
                  Party for
                  moving, entertainment, travel and other similar expenses in the
                  ordinary
                  course of business not in excess of $250,000 in the aggregate amount
                  at
                  any time outstanding;

              


      

      


      
        	
                 

              	
                (g)

              	
                Permitted
                  Acquisitions and Investments in any Person acquired pursuant to
                  a
                  Permitted Acquisition;

              


      


      
        
          
          

        

        
          70

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (h)

              	
                Investments
                  constituting deposits made in connection with the purchase of goods
                  or
                  services in the ordinary course of business in an aggregate amount
                  for
                  such deposits not to exceed $3,000,000 at any one time
                  outstanding;

              


      

      


      
        	
                 

              	
                (i)

              	
                other
                  Investments not described above provided that both at the time
                  of and
                  immediately after giving effect to any such Investment (i) no Default
                  or
                  Event of Default shall have occurred and be continuing or shall
                  result
                  from the making of such Investment and (ii) the aggregate amount
                  of all
                  such Investments shall not exceed $250,000 at any time
                  outstanding.

              


      

      


      In
        valuing any Investments for the purpose of applying the limitations set forth
        in
        this Section 8.7 (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.

      


      8.8     
              Transactions with
        Affiliates.  Except as set forth in Schedule 8.8, enter into any
        transaction, including, without limitation, any purchase, sale, lease or
        exchange of property or the rendering of any service, with any Affiliates
        of the
        Credit Parties except: (a) transactions with Affiliates that are the Borrowers
        or Guarantors; (b) transactions otherwise permitted under this Agreement;
        and
        (c) transactions in the ordinary course of a Credit Party’s business and upon
        fair and reasonable terms no less favorable to such Credit Party than it
        would
        obtain in a comparable arms length transaction from unrelated third
        parties.

      


      8.9       
            Sale-Leaseback Transactions; Sale of Accounts
        or Notes Receivables; Synthetic Leases.  Enter into any
        arrangement with any Person providing for (a) the leasing by a Credit Party
        of
        real or personal property which has been or is to be sold or transferred
        by such
        Credit Party to such Person or to any other Person to whom funds have been
        or
        are to be advanced by such Person on the security of such property or rental
        obligations of such Credit Party, as the case may be, (b) sell any accounts
        or
        notes receivable or (c) enter into any synthetic lease (being an operating
        lease
        which has been structured so that it is not recorded as a liability on the
        balance sheet of any of the Credit Parties).

      


      8.10           Limitations
        on Other Restrictions.  Except for this Agreement or any
        other Loan Document, enter into any agreement, document or instrument which
        would (i) restrict the ability of any Subsidiary of the Borrowers to pay
        or make
        dividends or distributions in cash or kind to Borrowers or any Guarantor,
        to
        make loans, advances or other payments of whatever nature to any Credit Party,
        or to make transfers or distributions of all or any part of its assets to
        any
        Credit Party; or (ii) restrict or prevent any Credit Party from granting
        Agent
        on behalf of Lenders Liens upon, security interests in and pledges of their
        respective assets, except to the extent such restrictions exist in documents
        creating Liens permitted by Section 8.2(b) hereunder.

      


      8.11           Prepayment
        of Debt.  Make any prepayment (whether optional or mandatory),
        repurchase, redemption, defeasance or any other payment in respect of any
        Subordinated Debt, provided, however, that the applicable
        Credit Party may make certain payments in respect of the Subordinated Debt
        but
        only to the extent permitted under the applicable Subordinated Debt Documents
        and the applicable Subordination Agreement.


      
        
          
          

        

        
          71

          
            

          

        

        
          
          

        

      


      8.12           Amendment
        of Certain Documents.  Amend, modify or otherwise alter (or
        suffer to be amended, modified or altered) the Subordinated Debt Documents,
        the
        Acquisition Documents or the Surety Agreements except as permitted in the
        applicable Subordinated Debt Documents and Subordination Agreements, or if
        no
        such restrictions exist in the applicable Subordinated Debt Documents or
        Subordination Agreements, without the prior written consent of the
        Agent.

      


      8.13           Modification
        of Certain Agreements.  Make, permit or consent to any
        amendment or other modification to the constitutional documents of any Credit
        Party or any of the Bond Documents (other than the Surety Agreements which
        are
        subject to Section 8.12 above) except to the extent that any such amendment
        or
        modification (i) does not violate the terms and conditions of this Agreement
        or
        any of the other Loan Documents, (ii) does not materially adversely affect
        the
        interest of the Lenders as creditors and/or secured parties under any Loan
        Document and (iii) could not reasonably be expected to have a Material Adverse
        Effect.

      


      8.14           Management
        Fees.  Pay or otherwise advance, directly or indirectly,
        any management, consulting or other fees to an Affiliate (other than an
        Affiliate which is a Borrower or a Guarantor), other than fees not in excess
        of
        $250,000 in the aggregate amount in any year.

      


      8.15           Fiscal
        Year.  Permit the Fiscal Year of any Credit Party to end on
        a day other than December 31.

      


      
        	
                9.

              	
                DEFAULTS.

              


      

      


      9.1          
          Events of Default.  The occurrence of any of the
        following events shall constitute an Event of Default hereunder:

      


      
        	
                 

              	
                (a)

              	
                non-payment
                  when due of (i) the principal or interest on the Indebtedness under
                  the
                  Revolving Credit (including the Swing Line) or (ii) any Reimbursement
                  Obligation;

              


      

      


      
        	
                 

              	
                (b)

              	
                non-payment
                  of any other amounts due and owing by any Borrower under this Agreement
                  or
                  by any Credit Party under any of the other Loan Documents to which
                  it is a
                  party, other than as set forth in subsection (a) above, within
                  three (3)
                  Business Days after the same is due and
                  payable;

              


      

      


      
        	
                 

              	
                (c)

              	
                default
                  in the observance or performance of any of the conditions, covenants
                  or
                  agreements of any Borrower set forth in Sections 7.1, 7.2, 7.4(a)
                  and (e),
                  7.5 (provided, however, if Credit Parties’ failure to comply with Section
                  7.5 arises from the Agent’s determination that the Credit Parties’
                  insurance is not of the kind customarily carried by similar companies,
                  a
                  failure to comply with Section 7.5 hereof shall not be an Event
                  of Default
                  until 30 days following Agent’s notification to the Borrower
                  Representative that the Credit Parties’ insurance is not adequate), 7.6,
                  7.7, 7.9, 7.13, 7.14, 7.15, 7.16, 7.17 or Article 8 in its
                  entirety, provided that an Event of Default arising from a breach
                  of
                  Sections 7.1 or 7.2 shall be deemed to have been cured upon delivery
                  of
                  the required item; and provided further that any Event of Default
                  arising
                  solely due to a breach of Section 7.7(a) shall be deemed cured
                  upon the
                  earlier of (x) the giving of the notice required by Section 7.7(a)
                  and (y)
                  the date upon which the Default or Event of Default giving rise
                  to the
                  notice obligation is cured or
                  waived;

              


      


      
        
          
          

        

        
          72

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (d)

              	
                default
                  in the observance or performance of any of the other conditions,
                  covenants
                  or agreements set forth in this Agreement or any of the other Loan
                  Documents by any Credit Party  and continuance
                  thereof for a period of thirty (30) consecutive days;
                  ;

              


      

      


      
        	
                 

              	
                (e)

              	
                any
                  representation or warranty made by any Credit Party herein or in
                  any
                  certificate, instrument or other document submitted pursuant hereto
                  proves
                  untrue or misleading in any material adverse respect when
                  made;

              


      

      


      
        	
                 

              	
                (f)

              	
                (i)
                  default by any Credit Party in the payment of any indebtedness
                  for
                  borrowed money, whether under a direct obligation or guaranty (other
                  than
                  Indebtedness hereunder) of any Credit Party in excess of One Million
                  Dollars ($1,000,000) (or the equivalent thereof in any currency
                  other than
                  Dollars) individually or in the aggregate when due and continuance
                  thereof
                  beyond any applicable period of cure and or (ii) failure to comply
                  with
                  the terms of any other obligation of any Credit Party with respect
                  to any
                  indebtedness for borrowed money (other than Indebtedness hereunder)
                  in
                  excess of One Million Dollars ($1,000,000) (or the equivalent thereof
                  in
                  any currency other than Dollars) individually or in the aggregate,
                  which
                  continues beyond any applicable period of cure and which would
                  permit the
                  holder or holders thereto to accelerate such other indebtedness
                  for
                  borrowed money, or require the prepayment, repurchase, redemption
                  or
                  defeasance of such indebtedness;

              


      

      


      
        	
                 

              	
                (g)

              	
                the
                  rendering of any judgment(s) (not covered by adequate insurance
                  from a
                  solvent carrier which is defending such action without reservation
                  of
                  rights) for the payment of money in excess of the sum of One Million
                  Dollars ($1,000,000) (or the equivalent thereof in
                  any currency other than Dollars) individually or in the aggregate
                  against
                  any Credit Party, and such judgments shall remain unpaid, unvacated,
                  unbonded or unstayed by appeal or otherwise for a period of forty-five
                  (45) consecutive days from the date of its
                  entry;

              


      

      


      
        	
                 

              	
                (h)

              	
                the
                  occurrence of (i) a “reportable event”, as defined in ERISA, which is
                  determined by the PBGC to constitute grounds for a distress termination
                  of
                  any Pension Plan subject to Title IV of ERISA maintained or contributed
                  to
                  by or on behalf of any Credit Party for the benefit of any of its
                  employees or for the appointment by the appropriate United States
                  District
                  Court of a trustee to administer such Pension Plan and such reportable
                  event is not corrected and such determination is not revoked within
                  sixty
                  (60) days after notice thereof has been given to the plan administrator
                  of
                  such Pension Plan (without limiting any of Agent’s or any Lender’s other
                  rights or remedies hereunder), or (ii) the termination or the institution
                  of proceedings by the PBGC to terminate any such Pension Plan,
                  or (iii)
                  the appointment of a trustee by the appropriate United States District
                  Court to administer any such Pension Plan, or (iv) the reorganization
                  (within the meaning of Section 4241 of ERISA) or insolvency (within
                  the
                  meaning of Section 4245 of ERISA) of any Multiemployer Plan, or
                  receipt of
                  notice from any Multiemployer Plan that it is in reorganization
                  or
                  insolvency, or the complete or partial withdrawal by any Credit
                  Party from
                  any Multiemployer Plan, which in the case of any of the foregoing,
                  could
                  reasonably be expected to have a Material Adverse
                  Effect;

              


      


      
        
          
          

        

        
          73

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (i)

              	
                except
                  as expressly permitted under this Agreement, any Credit Party shall
                  be
                  dissolved (other than a dissolution of a Subsidiary of a Borrower
                  which is
                  not a Guarantor or a Borrower) or liquidated (or any judgment,
                  order or
                  decree therefor shall be entered) except as otherwise permitted
                  herein; or
                  if a creditors’ committee shall have been appointed for the business of
                  any Credit Party; or if any Credit Party shall have made a general
                  assignment for the benefit of creditors or shall have been adjudicated
                  bankrupt and if not an adjudication based on a filing by a Credit
                  Party,
                  it shall not have been dismissed within sixty (60) days, or shall
                  have
                  filed a voluntary petition in bankruptcy or for reorganization
                  or to
                  effect a plan or arrangement with creditors or shall fail to pay
                  its debts
                  generally as such debts become due in the ordinary course of business
                  (except as contested in good faith and for which adequate reserves
                  are
                  made in such party’s financial statements); or shall file an answer to a
                  creditor’s petition or other petition filed against it, admitting the
                  material allegations thereof for an adjudication in bankruptcy
                  or for
                  reorganization; or shall have applied for or permitted the appointment
                  of
                  a receiver or trustee or custodian for any of its property or assets;
                  or
                  such receiver, trustee or custodian shall have been appointed for
                  any of
                  its property or assets (otherwise than upon application or consent
                  of a
                  Credit Party ) and shall not have been removed within sixty (60)
                  days; or
                  if an order shall be entered approving any petition for reorganization
                  of
                  any Credit Party and shall not have been reversed or dismissed
                  within
                  sixty (60) days;

              


      

      


      
        	
                 

              	
                (j)

              	
                (i)
                  any Person either alone or together with any of its Subsidiaries,
                  shall
                  acquire more than fifty percent (50%) of the issued and outstanding
                  Equity
                  Interests of Sterling, (ii) Sterling shall directly or indirectly
                  cease to
                       hold one hundred percent (100%) (or in the case of RHBL, at
                  least 91%) of
                  the issued and outstanding Equity Interests of any other Borrower
                  or any
                  Guarantor; (iii) any Person either alone or together with any of
                  its
                  Affiliates shall have the ability to elect a controlling majority
                  of the
                  Board of Directors of Sterling or (iv) any “change of control” or “change
                  in control” occurs as defined in any Subordinated Debt
                  Documents;

              


      

      


      
        	
                 

              	
                (k)

              	
                A
                  default or event of default shall have occurred under any Bond
                  Documents;
                  or

              


      


      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (l)

              	
                any
                  Loan Document shall at any time for any reason cease to be in full
                  force
                  and effect (other than in accordance with the terms thereof or
                  the terms
                  of any other Loan Document), as applicable, or the validity, binding
                  effect or enforceability thereof shall be contested by any party
                  thereto
                  (other than any Lender, Agent, Issuing Lender or Swing Line Lender),
                  or
                  any Person shall deny that it has any or further liability or obligation
                  under any Loan Document, or any such Loan Document shall be terminated
                  (other than in accordance with the terms thereof or the terms of
                  any other
                  Loan Document), invalidated, revoked or set aside or in any way
                  cease to
                  give or provide to the Lenders and the Agent the benefits purported
                  to be
                  created thereby, or any Loan Document purporting to grant a Lien
                  to secure
                  any Indebtedness shall, at any time after the delivery of such
                  Loan
                  Document, fail to create a valid and enforceable Lien on any Collateral
                  purported to be covered thereby or such Lien shall fail to cease
                  to be a
                  perfected Lien with the priority required in the relevant Loan
                  Document.

              


      

      


      9.2     
              Exercise of
        Remedies.  If an Event of Default has occurred and is
        continuing hereunder: (a) the Agent may, and shall, upon being directed to
        do so
        by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate
        Commitment terminated; (b) the Agent may, and shall, upon being directed
        to do
        so by the Majority Lenders, upon notice to the Borrower Representative, declare
        the entire unpaid principal Indebtedness, including the Notes, immediately
        due
        and payable, without presentment, notice (other than as set forth in this
        Section) or demand, all of which are hereby expressly waived by the Borrowers;
        (c) upon the occurrence of any Event of Default specified in Section 9.1(i)
        and
        notwithstanding the lack of any declaration by Agent under preceding clauses
        (a)
        or (b), the entire unpaid principal Indebtedness shall become automatically
        and
        immediately due and payable, and the Revolving Credit Aggregate Commitment
        shall
        be automatically and immediately terminated; (d) the Agent shall, upon being
        directed to do so by the Majority Revolving Credit Lenders, demand immediate
        delivery of cash collateral, and each Borrower agrees to deliver such cash
        collateral upon demand, in an amount equal to 105% of the maximum amount
        that
        may be available to be drawn at any time prior to the stated expiry of all
        outstanding Letters of Credit, for deposit into an account controlled by
        the
        Agent; (e) the Agent may, and shall, upon being directed to do so by the
        Majority Lenders, notify Borrowers or any Credit Party that interest shall
        be
        payable on demand on all Indebtedness (other than Revolving Credit Advances
        and
        Swing Line Advances with respect to which Sections 2.6 hereof shall govern)
        owing from time to time to the Agent or any Lender, at a per annum rate equal
        to
        the then applicable Prime-based Rate plus two percent (2%); and (f) the Agent
        may, and shall, upon being directed to do so by the Majority Lenders or the
        Lenders, as applicable (subject to the terms hereof), exercise any remedy
        permitted by this Agreement, the other Loan Documents or law.

      


      9.3        
           Rights Cumulative.  No delay or
        failure of Agent and/or Lenders in exercising any right, power or privilege
        hereunder shall affect such right, power or privilege, nor shall any single
        or
        partial exercise thereof preclude any further exercise thereof, or the exercise
        of any other power, right or privilege. The rights of Agent and Lenders under
        this Agreement are cumulative and not exclusive of any right or remedies
        which
        Lenders would otherwise have.


      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      


      9.4        
           Waiver by Borrowers of Certain
        Laws.  To the extent permitted by applicable law, each
        Borrower hereby agrees to waive, and does hereby absolutely and irrevocably
        waive and relinquish the benefit and advantage of any valuation, stay,
        appraisement, extension or redemption laws now existing or which may hereafter
        exist, which, but for this provision, might be applicable to any sale made
        under
        the judgment, order or decree of any court, on any claim for interest on
        the
        Notes, or any security interest or mortgage contemplated by or granted under
        or
        in connection with this Agreement. These waivers have been voluntarily given,
        with full knowledge of the consequences thereof.

      


      9.5         
          Waiver of Defaults.  No Event of Default shall be
        waived by the Lenders except in a writing signed by an officer of the Agent
        in
        accordance with Section 13.10 hereof. No single or partial exercise of any
        right, power or privilege hereunder, nor any delay in the exercise thereof,
        shall preclude other or further exercise of their rights by Agent or the
        Lenders. No waiver of any Event of Default shall extend to any other or further
        Event of Default. No forbearance on the part of the Agent or the Lenders
        in
        enforcing any of their rights shall constitute a waiver of any of their rights.
        Each Borrower expressly agrees that this Section may not be waived or modified
        by the Lenders or Agent by course of performance, estoppel or
        otherwise.

      


      9.6          
         Set Off.  Upon the occurrence and during the
        continuance of any Event of Default, each Lender may at any time and from
        time
        to time, without notice to Borrowers but subject to the provisions of Section
        10.3 hereof (any requirement for such notice being expressly waived by
        Borrowers), setoff and apply against any and all of the obligations of Borrowers
        now or hereafter existing under this Agreement, whether owing to such Lender,
        any Affiliate of such Lender or any other Lender or the Agent, any and all
        deposits (general or special, time or demand, provisional or final) at any
        time
        held and other indebtedness at any time owing by such Lender to or for the
        credit or the account of Borrowers and any property of Borrowers from time
        to
        time in possession of such Lender, irrespective of whether or not such deposits
        held or indebtedness owing by such Lender may be contingent and unmatured
        and
        regardless of whether any Collateral then held by Agent or any Lender is
        adequate to cover the Indebtedness. Promptly following any such setoff, such
        Lender shall give written notice to Agent and Borrowers of the occurrence
        thereof. Each Borrower hereby grants to the Lenders and the Agent a lien
        on and
        security interest in all such deposits, indebtedness and property as collateral
        security for the payment and performance of all of the obligations of Borrowers
        under this Agreement. The rights of each Lender under this Section 9.6 are
        in
        addition to the other rights and remedies (including, without limitation,
        other
        rights of setoff) which such Lender may have.

      


      
        	
                10.

              	
                PAYMENTS,
                  RECOVERIES AND
                  COLLECTIONS.

              


      

      


      10.1           Payment
        Procedure.

      


      (a)           All
        payments to be made by Borrowers shall be made without condition or deduction
        for any counterclaim, defense, recoupment or setoff.  Except as
        otherwise provided herein, all payments made by the Borrowers of principal,
        interest or fees hereunder shall be made without setoff or counterclaim on
        the
        date specified for payment under this Agreement and must be received by Agent
        not later than 1:00 p.m. (Detroit time) on the date such payment is required
        or
        intended to be made in Dollars in immediately available funds to Agent at
        Agent’s office located at One Detroit Center, Detroit, Michigan 48226-3289 for
        the ratable benefit of the Revolving Credit Lenders in the case of payments
        in
        respect of the Revolving Credit and any Letter of Credit Obligations. Any
        payment received by the Agent after 1:00 p.m. (Detroit time) shall be deemed
        received on the next succeeding Business Day and any applicable interest
        or fee
        shall continue to accrue.  Upon receipt of each such payment, the
        Agent shall make prompt payment to each applicable Lender, or, in respect
        of
        Eurodollar-based Advances, such Lender’s Eurodollar Lending Office, in like
        funds and currencies, of all amounts received by it for the account of such
        Lender.


      
        
          
          

        

        
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      (b)           Unless
        the Agent shall have been notified in writing by Borrowers at least two (2)
        Business Days prior to the date on which any payment to be made by Borrowers
        is
        due that no Borrower intends to remit such payment, the Agent may, in its
        sole
        discretion and without obligation to do so, assume that Borrowers have remitted
        such payment when so due and the Agent may, in reliance upon such assumption,
        make available to each Revolving Credit Lender, on such payment date an amount
        equal to such Lender’s share of such assumed payment. If Borrowers have not in
        fact remitted such payment to the Agent, each Lender shall forthwith on demand
        repay to the Agent the amount of such assumed payment made available or
        transferred to such Lender, together with the interest thereon, in respect
        of
        each day from and including the date such amount was made available by the
        Agent
        to such Lender to the date such amount is repaid to the Agent at a rate per
        annum equal to the Federal Funds Effective Rate for the first two (2) Business
        Days that such amount remains unpaid, and thereafter at a rate of interest
        then
        applicable to such Revolving Credit Advances.

      


      (c)           Subject
        to the definition of “Interest Period” in Section 1 of this Agreement, whenever
        any payment to be made hereunder shall otherwise be due on a day which is
        not a
        Business Day, such payment shall be made on the next succeeding Business
        Day and
        such extension of time shall be included in computing interest, if any, in
        connection with such payment.

      


      (d)           All
        payments to be made by Borrowers under this Agreement or any of the Notes
        (including without limitation payments under the Swing Line and/or Swing
        Line
        Note) shall be made without setoff or counterclaim, as aforesaid, and, subject
        to full compliance by each Lender (and each assignee and participant pursuant
        to
        Section 13.8) with Section 13.13, without deduction for or on account of
        any
        present or future withholding or other taxes of any nature imposed by any
        governmental authority or of any political subdivision thereof or any federation
        or organization of which such governmental authority may at the time of payment
        be a member (other than any taxes on the overall income, net income, net
        profits
        or net receipts or similar taxes (or any franchise taxes imposed in lieu
        of such
        taxes) on the Agent or any Lender (or any branch maintained by Agent or a
        Lender) as a result of a present or former connection between the Agent or
        such
        Lender and the governmental authority, political subdivision, federation
        or
        organization imposing such taxes), unless Borrowers are compelled by law
        to make
        payment subject to such tax. In such event, Borrowers shall:

      


      
        	
                 

              	
                (i)

              	
                pay
                  to the Agent for Agent’s own account and/or, as the case may be, for the
                  account of the Lenders such additional amounts as may be necessary
                  to
                  ensure that the Agent and/or such Lender or Lenders (including
                  the Swing
                  Line Lender) receive a net amount equal to the full amount which
                  would
                  have been receivable had payment not been made subject to such
                  tax;
                  and

              


      


      
        
          
          

        

        
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                (ii)

              	
                remit
                  such tax to the relevant taxing authorities according to applicable
                  law,
                  and send to the Agent or the applicable Lender or Lenders (including
                  the
                  Swing Line Lender), as the case may be, such certificates or certified
                  copy receipts as the Agent or such Lender or Lenders shall reasonably
                  require as proof of the payment by Borrowers of any such taxes
                  payable by
                  Borrowers.

              


      

      


      As
        used
        herein, the terms “tax”, “taxes” and “taxation” include all taxes, levies,
        imposts, duties, fees, deductions and withholdings or similar charges together
        with interest (and any taxes payable upon the amounts paid or payable pursuant
        to this Section 10.1) thereon. Each Borrower shall be reimbursed by the
        applicable Lender for any payment made by such Borrower under this Section
        10.1
        if the applicable Lender is not in compliance with its obligations under
        Section
        13.13 at the time of such Borrower’s payment.

      


      10.2           Application
        of Proceeds of Collateral.  Notwithstanding anything to the
        contrary in this Agreement, in the case of any Event of Default under Section
        9.1(i), immediately following the occurrence thereof, and in the case of
        any
        other Event of Default, upon the termination of the Revolving Credit Aggregate
        Commitment, the acceleration of any Indebtedness arising under this Agreement
        and/or the exercise of any other remedy in each case by the requisite Lenders
        under Section 9.2 hereof, the Agent shall apply the proceeds of any Collateral,
        together with any offsets, voluntary payments by any Credit Party or others
        and
        any other sums received or collected in respect of the Indebtedness first,
        to
        pay all incurred and unpaid fees and expenses of the Agent under the Loan
        Documents and any protective advances made by Agent with respect to the
        Collateral under or pursuant to the terms of any Loan Document, next, to
        pay any
        fees and expenses owed to the Issuing Lender hereunder, next, to the
        Indebtedness under the Revolving Credit (including the Swing Line and any
        Reimbursement Obligations), any obligations owing by any Credit party under
        any
        Hedging Agreements or in connection with any Lender Products on a pro rata
        basis, next, to any other Indebtedness on a pro rata basis, and then, if
        there
        is any excess, to the Credit Parties or as otherwise required under applicable
        law, as the case may be.

      


      10.3           Pro-rata
        Recovery.  If any Lender shall obtain any payment or other
        recovery (whether voluntary, involuntary, by application of setoff or otherwise)
        on account of principal of, or interest on, any of the Advances made by it,
        or
        the participations in Letter of Credit Obligations or Swing Line Advances
        held
        by it in excess of its pro rata share of payments then or thereafter obtained
        by
        all Lenders upon principal of and interest on all such Indebtedness, such
        Lender
        shall purchase from the other Lenders such participations in the Revolving
        Credit and/or the Letter of Credit Obligation held by them as shall be necessary
        to cause such purchasing Lender to share the excess payment or other recovery
        ratably in accordance with the applicable Percentages of the Lenders; provided,
        however, that if all or any portion of the excess payment or other recovery
        is
        thereafter recovered from such purchasing holder, the purchase shall be
        rescinded and the purchase price restored to the extent of such recovery,
        but
        without interest.


      
        
          
          

        

        
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                11.

              	
                CHANGES
                  IN LAW OR CIRCUMSTANCES; INCREASED
                  COSTS.

              


      

      


      11.1           Reimbursement
        of Prepayment Costs.  If (i) Borrowers make any payment of
        principal with respect to any Eurodollar-based Advance or Quoted Rate Advance
        on
        any day other than the last day of the Interest Period applicable thereto
        (whether voluntarily, pursuant to any mandatory provisions hereof, by
        acceleration, or otherwise); (ii) Borrowers convert or refund (or attempt
        to
        convert or refund) any such Advance on any day other than the last day of
        the
        Interest Period applicable thereto (except as described in Section 2.5(e));
        (iii) Borrowers fail to borrow, refund or convert any Eurodollar-based Advance
        or Quoted Rate Advance after notice has been given by Borrowers to Agent
        in
        accordance with the terms hereof requesting such Advance; or (iv) or if the
        Borrowers fail to make any payment of principal in respect of a Eurodollar-based
        Advance or Quoted Rate Advance when due, the Borrowers shall jointly and
        severally reimburse Agent for itself and/or on behalf of any Lender, as the
        case
        may be, within ten (10) Business Days of written demand therefor for any
        resulting loss, cost or expense incurred (excluding the loss of any Applicable
        Margin) by Agent and Lenders, as the case may be, as a result thereof,
        including, without limitation, any such loss, cost or expense incurred in
        obtaining, liquidating, employing or redeploying deposits from third parties,
        whether or not Agent and Lenders, as the case may be, shall have funded or
        committed to fund such Advance. The amount payable hereunder by Borrowers
        (jointly and severally) and to Agent for itself and/or on behalf of any Lender,
        as the case may be, shall be deemed to equal an amount equal to the excess,
        if
        any, of (a) the amount of interest which would have accrued on the amount
        so
        prepaid, or not so borrowed, refunded or converted, for the period from the
        date
        of such prepayment or of such failure to borrow, refund or convert, through
        the
        last day of the relevant Interest Period, at the applicable rate of interest
        for
        said Advance(s) provided under this Agreement, over (b) the amount of interest
        (as reasonably determined by Agent and Lenders, as the case may be) which
        would
        have accrued to Agent and Lenders, as the case may be, on such amount by
        placing
        such amount on deposit for a comparable period with leading banks in the
        interbank eurocurrency market. Calculation of any amounts payable to any
        Lender
        under this paragraph shall be made as though such Lender shall have actually
        funded or committed to fund the relevant Advance through the purchase of
        an
        underlying deposit in an amount equal to the amount of such Advance and having
        a
        maturity comparable to the relevant Interest Period; provided, however, that
        any
        Lender may fund any Eurodollar-based Advance or Quoted Rate Advance, as the
        case
        may be, in any manner it deems fit and the foregoing assumptions shall be
        utilized only for the purpose of the calculation of amounts payable under
        this
        paragraph. Upon the written request of Borrower Representative, Agent and
        Lenders shall deliver to Borrower Representative a certificate setting forth
        the
        basis for determining such losses, costs and expenses, which certificate
        shall
        be conclusively presumed correct, absent manifest error.

      


      11.2           Eurodollar
        Lending Office.  For any Eurodollar Advance, if Agent or a
        Lender, as applicable, shall designate a Eurodollar Lending Office which
        maintains books separate from those of the rest of Agent or such Lender,
        Agent
        or such Lender, as the case may be, shall have the option of maintaining
        and
        carrying the relevant Advance on the books of such Eurodollar Lending
        Office.

      


      11.3           Circumstances
        Affecting Eurodollar-based Rate Availability.  If, with respect to
        any Eurodollar-Interest Period, Agent or the Majority Lenders (after
        consultation with Agent) shall determine in good faith that, by reason of
        circumstances affecting the foreign exchange and interbank markets generally,
        deposits in eurodollars in the applicable amounts are not being offered to
        the
        Agent or such Lenders for such Eurodollar-Interest Period, then Agent shall
        forthwith give notice thereof to Borrower Representative. Thereafter, until
        Agent notifies the Borrower Representative that such circumstances no longer
        exist, (i) the obligation of Lenders to make Eurodollar-based Advances, and
        the
        right of Borrowers to convert an Advance to or refund an Advance as a
        Eurodollar-based Advance, as the case may be, shall be suspended, and (ii)
        effective upon the last day of each Eurodollar-Interest Period related to
        any
        existing Eurodollar-based Advance, each such Eurodollar-based Advance shall
        automatically be converted into a Prime-based Advance (without regard to
        satisfaction of any conditions to conversion contained elsewhere
        herein).


      
        
          
          

        

        
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      11.4           Laws
        Affecting Eurodollar-based Advance Availability.  If, after
        the date of this Agreement, the adoption or introduction of, or any change
        in,
        any applicable law, rule or regulation or in the interpretation or
        administration thereof by any governmental authority charged with the
        interpretation or administration thereof, or compliance by any of the Lenders
        (or any of their respective Eurodollar Lending Offices) with any request
        or
        directive (whether or not having the force of law) of any such authority,
        shall
        make it unlawful or impossible for any of the Lenders (or any of their
        respective Eurodollar Lending Offices) to honor its obligations hereunder
        to
        make or maintain any Advance with interest at the Eurodollar-based Rate,
        such
        Lender shall forthwith give notice thereof to Borrower Representative and
        to
        Agent. Thereafter, (a) the obligations of the applicable Lenders to make
        Eurodollar-based Advances and the right of Borrowers to convert an Advance
        into
        or refund an Advance as a Eurodollar-based Advance shall be suspended and
        thereafter Borrowers may select as Applicable Interest Rates only those which
        remain available and which are permitted to be selected hereunder, and (b)
        if
        any of the Lenders may not lawfully continue to maintain an Advance to the
        end
        of the then current Eurodollar-Interest Period applicable thereto as a
        Eurodollar-based Advance, the applicable Advance shall immediately be converted
        to a Prime-based Advance and the Prime-based Rate shall be applicable thereto
        for the remainder of such Eurodollar-Interest Period. For purposes of this
        Section, a change in law, rule, regulation, interpretation or administration
        shall include, without limitation, any change made or which becomes effective
        on
        the basis of a law, rule, regulation, interpretation or administration presently
        in force, the effective date of which change is delayed by the terms of such
        law, rule, regulation, interpretation or administration.

      


      11.5           Increased
        Cost of Eurodollar-based Advances.  If, after the date of
        this Agreement, the adoption or introduction of, or any change in, any
        applicable law, rule or regulation or in the interpretation or administration
        thereof by any governmental authority, central bank or comparable agency
        charged
        with the interpretation or administration thereof, or compliance by any of
        the
        Lenders (or any of their respective Eurodollar Lending Offices) with any
        request
        or directive (whether or not having the force of law) of any such authority,
        central bank or comparable agency:

      


      
        	
                 

              	
                (a)

              	
                shall
                  subject any of the Lenders (or any of their respective Eurodollar
                  Lending
                  Offices) to any tax, duty or other charge with respect to any Advance
                  or
                  shall change the basis of taxation of payments to any of the Lenders
                  (or
                  any of their respective Eurodollar Lending Offices) of the principal
                  of or
                  interest on any Advance or any other amounts due under this Agreement
                  in
                  respect thereof (except for changes in the rate of tax on the overall
                  net
                  income of any of the Lenders or any of their respective Eurodollar
                  Lending
                  Offices); or

              


      


      
        
          
          

        

        
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                (b)

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

              


      

      


      and
        the
        result of any of the foregoing matters is to increase the costs to any of
        the
        Lenders of maintaining any part of the Indebtedness hereunder as a
        Eurodollar-based Advance or to reduce the amount of any sum received or
        receivable by any of the Lenders under this Agreement in respect of a
        Eurodollar-based Advance, then such Lender shall promptly notify Agent, and
        Agent shall promptly notify Borrower Representative of such fact and demand
        compensation therefor and, within ten (10) Business Days after such notice,
        Borrowers jointly and severally agree to pay to such Lender or Lenders such
        additional amount or amounts as will compensate such Lender or Lenders for
        such
        increased cost or reduction, provided that each Lender agrees to take any
        reasonable action, to the extent such action could be taken without cost
        or
        administrative or other burden or restriction to such Lender, to mitigate
        or
        eliminate such cost or reduction, within a reasonable time after becoming
        aware
        of the foregoing matters. Agent will promptly notify Borrower Representative
        of
        any event of which it has knowledge which will entitle Lenders to compensation
        pursuant to this Section, or which will cause Borrowers to incur additional
        liability under Section 11.1 hereof, provided that Agent shall incur no
        liability whatsoever to the Lenders or Borrowers in the event it fails to
        do so.
        A certificate of Agent (or such Lender, if applicable) setting forth the
        basis
        for determining such additional amount or amounts necessary to compensate
        such
        Lender or Lenders shall accompany such demand and shall be conclusively presumed
        to be correct absent manifest error.

      


      11.6           Capital
        Adequacy and Other Increased Costs.

      


      
        	
                 

              	
                (a)

              	
                If,
                  after the date of this Agreement, the adoption or introduction
                  of, or any
                  change in any applicable law, treaty, rule or regulation (whether
                  domestic
                  or foreign) now or hereafter in effect and whether or not presently
                  applicable to any Lender or Agent, or any interpretation or administration
                  thereof by any governmental authority charged with the interpretation
                  or
                  administration thereof, or compliance by any Lender or Agent with
                  any
                  guideline, request or directive of any such authority (whether
                  or not
                  having the force of law), including any risk based capital guidelines,
                  affects or would affect the amount of capital required to be maintained
                  by
                  such Lender or Agent (or any corporation controlling such Lender
                  or Agent)
                  and such Lender or Agent, as the case may be, determines that the
                  amount
                  of such capital is increased by or based upon the existence of
                  such
                  Lender’s or Agent’s obligations or Advances hereunder and such increase
                  has the effect of reducing the rate of return on such Lender’s or Agent’s
                  (or such controlling corporation’s) capital as a consequence of such
                  obligations or Advances hereunder to a level below that which such
                  Lender
                  or Agent (or such controlling corporation) could have achieved
                  but for
                  such circumstances (taking into consideration its policies with
                  respect to
                  capital adequacy) by an amount deemed by such Lender or Agent to
                  be
                  material (collectively, “Increased Costs”), then Agent or such Lender
                  shall notify the Borrower Representative, and thereafter Borrowers
                  shall
                  pay, jointly and severally, to such Lender or Agent, as the case
                  may be,
                  within ten (10) Business Days of written demand therefor from such
                  Lender
                  or Agent, additional amounts sufficient to compensate such Lender
                  or Agent
                  (or such controlling corporation) for any increase in the amount
                  of
                  capital and reduced rate of return which such Lender or Agent reasonably
                  determines to be allocable to the existence of such Lender’s or Agent’s
                  obligations or Advances hereunder. A statement setting forth the
                  amount of
                  such compensation, the methodology for the calculation and the
                  calculation
                  thereof which shall also be prepared in good faith and in reasonable
                  detail by such Lender or Agent, as the case may be, shall be submitted
                  by
                  such Lender or by Agent to Borrower Representative, reasonably
                  promptly
                  after becoming aware of any event described in this Section 11.6(a)
                  and
                  shall be conclusively presumed to be correct, absent manifest
                  error.

              


      


      
        
          
          

        

        
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                (b)

              	
                Notwithstanding
                  the foregoing, however, Borrowers shall not be required to pay
                  any
                  increased costs under Sections 11.5, 11.6 or 3.4(c) for any period
                  ending
                  prior to the date that is 180 days prior to the making of a Lender’s
                  initial request for such additional amounts unless the applicable
                  change
                  in law or other event resulting in such increased costs is effective
                  retroactively to a date more than 180 days prior to the date of
                  such
                  request, in which case a Lender’s request for such additional amounts
                  relating to the period more than 180 days prior to the making of
                  the
                  request must be given not more than 180 days after such Lender
                  becomes
                  aware of the applicable change in law or other event resulting
                  in such
                  increased costs.

              


      

      


      11.7           Right
        of Lenders to Fund through Branches and Affiliates.  Each
        Lender (including without limitation the Swing Line Lender) may, if it so
        elects, fulfill its commitment as to any Advance hereunder by designating
        a
        branch or Affiliate of such Lender to make such Advance; provided that (a)
        such
        Lender shall remain solely responsible for the performances of its obligations
        hereunder and (b) no such designation shall result in any material increased
        costs to Borrowers.

      


      11.8           Margin
        Adjustment.  Adjustments to the Applicable Margins and the
        Applicable Fee Percentages, based on Schedule 1.1, shall be implemented on
        a
        quarterly basis as follows:

      


      
        	
                 

              	
                (a)

              	
                Such
                  adjustments shall be given prospective effect only, effective as
                  to all
                  Advances outstanding hereunder, the Applicable Fee Percentage and
                  the
                  Letter of Credit Fee, upon the date of delivery of the financial
                  statements under Sections 7.1(a) and 7.1(b) hereunder and the Covenant
                  Compliance Report under Section 7.2(a) hereof, in each case establishing
                  applicability of the appropriate adjustment and in each case with
                  no
                  retroactivity or claw-back. In the event Borrowers shall fail timely
                  to
                  deliver such financial statements or the Covenant Compliance Report
                  and
                  such failure continues for three (3) days, then (but without affecting
                  the
                  Event of Default resulting therefrom) from the date delivery of
                  such
                  financial statements and report was required until such financial
                  statements and report are delivered, the Applicable Margins and
                  Applicable
                  Fee Percentages shall be at the highest level on the Pricing Matrix
                  attached to this Agreement as Schedule
                  1.1.

              


      


      
        
          
          

        

        
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                (b)

              	
                From
                  the Effective Date until the required date of delivery (or, if
                  earlier,
                  delivery) of the financial statements under Section 7.1(a) or 7.1(b)
                  hereof, as applicable, and the Covenant Compliance Report under
                  Section
                  7.2(a) hereof, for the fiscal quarter ending December 31, 2007,
                  the
                  Applicable Margins and Applicable Fee Percentages shall be those
                  set forth
                  under the Level II column of the pricing matrix attached to this
                  Agreement
                  as Schedule 1.1. Thereafter, Applicable Margins and Applicable
                  Fee
                  Percentages shall be based upon the quarterly financial statements
                  and
                  Covenant Compliance Reports, subject to recalculation as provided
                  in
                  Section 11.8(a) above.

              


      

      


      
        	
                 

              	
                (c)

              	
                Notwithstanding
                  the foregoing, however, if, prior to the payment and discharge
                  in full (in
                  cash) of the Indebtedness and the termination of any and all commitments
                  hereunder, as a result of any restatement of or adjustment to the
                  financial statements of Sterling and any of its Subsidiaries (relating
                  to
                  the current or any prior fiscal period) or for any other miscalculation
                  or
                  error, Agent determines that the Applicable Margin and/or the Applicable
                  Fee Percentages as calculated by Borrowers as of any applicable
                  date of
                  determination were inaccurate in any respect and a proper calculation
                  thereof would have resulted in different pricing for any fiscal
                  period,
                  then (x) if the proper calculation thereof would have resulted
                  in higher
                  pricing for any such period, Borrowers shall automatically and
                  retroactively be jointly and severally obligated to pay to Agent,
                  promptly
                  upon demand by Agent or the Majority Lenders, an amount equal to
                  the
                  excess of the amount of interest and fees that should have been
                  paid for
                  such period over the amount of interest and fees actually paid
                  for such
                  period and, if the current fiscal period is affected thereby, the
                  Applicable Margin and/or the Applicable Fee Percentages for the
                  current
                  period shall be adjusted based on such recalculation; and (y) if
                  the
                  proper calculation thereof would have resulted in lower pricing
                  for such
                  period, Agent and Lenders shall have no obligation to recalculate
                  such
                  interest or fees or to repay any interest or fees to the
                  Borrowers.

              


      

      


      
        	
                12.

              	
                AGENT.

              


      

      


      12.1           Appointment
        of Agent.  Each Lender and the holder of each Note (if
        issued) irrevocably appoints and authorizes the Agent to act on behalf of
        such
        Lender or holder under this Agreement and the other Loan Documents and to
        exercise such powers hereunder and thereunder as are specifically delegated
        to
        Agent by the terms hereof and thereof, together with such powers as may be
        reasonably incidental thereto, including without limitation the power to
        execute
        or authorize the execution of financing or similar statements or notices,
        and
        other documents. In performing its functions and duties under this Agreement,
        the Agent shall act solely as agent of the Lenders and does not assume and
        shall
        not be deemed to have assumed any obligation towards or relationship of agency
        or trust with or for any Credit Party.

      


      
        
          
          

        

        
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      12.2           Deposit
        Account with Agent.  Each Borrower authorizes Agent, in
        Agent’s sole discretion, upon notice to the Borrower Representative to charge
        its general deposit account(s), if any, maintained with the Agent for the
        amount
        of any principal, interest, or other amounts or costs due under this Agreement
        when the same become due and payable under the terms of this Agreement or
        the
        Notes.

      


      12.3           Scope
        of Agent’s Duties.  The Agent shall have no duties or
        responsibilities except those expressly set forth herein, and shall not,
        by
        reason of this Agreement or otherwise, have a fiduciary relationship with
        any
        Lender (and no implied covenants or other obligations shall be read into
        this
        Agreement against the Agent). None of Agent, its Affiliates nor any of their
        respective directors, officers, employees or agents shall be liable to any
        Lender for any action taken or omitted to be taken by it or them under this
        Agreement or any document executed pursuant hereto, or in connection herewith
        or
        therewith with the consent or at the request of the Majority Lenders (or
        all of
        the Lenders for those acts requiring consent of all of the Lenders) (except
        for
        its or their own willful misconduct or gross negligence), nor be responsible
        for
        or have any duties to ascertain, inquire into or verify (a) any recitals
        or
        warranties made by the Credit Parties or any Affiliate of the Credit Parties,
        or
        any officer thereof contained herein or therein, (b) the effectiveness,
        enforceability, validity or due execution of this Agreement or any document
        executed pursuant hereto or any security thereunder, (c) the performance
        by the
        Credit Parties of their respective obligations hereunder or thereunder, or
        (d)
        the satisfaction of any condition hereunder or thereunder, including without
        limitation in connection with the making of any Advance or the issuance of
        any
        Letter of Credit. Agent and its Affiliates shall be entitled to rely upon
        any
        certificate, notice, document or other communication (including any cable,
        telegraph, telex, facsimile transmission or oral communication) believed
        by it
        to be genuine and correct and to have been sent or given by or on behalf
        of a
        proper person. Agent may treat the payee of any Note as the holder thereof.
        Agent may employ agents and may consult with legal counsel, independent public
        accountants and other experts selected by it and shall not be liable to the
        Lenders (except as to money or property received by them or their authorized
        agents), for the negligence or misconduct of any such agent selected by it
        with
        reasonable care or for any action taken or omitted to be taken by it in good
        faith in accordance with the advice of such counsel, accountants or
        experts.

       

      
        
          
          

        

        
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      12.4           Successor
        Agent.  Agent may resign as such at any time upon at least
        thirty (30) days prior notice to Borrower Representative and each of the
        Lenders. If Agent at any time shall resign or if the office of Agent shall
        become vacant for any other reason, Majority Lenders shall, by written
        instrument,  appoint successor agent(s) (“Successor Agent”)
        satisfactory to such Majority Lenders and, so long as no Default or Event
        of
        Default has occurred and is continuing, to Borrower Representative (which
        approval shall not be unreasonably withheld or delayed); provided, however
        that
        any such successor Agent shall be a bank or a trust company or other financial
        institution which maintains an office in the United States, or a commercial
        bank
        organized under the laws of the United States or any state thereof, or any
        Affiliate of such bank or trust company or other financial institution which
        is
        engaged in the banking business, and shall have a combined capital and surplus
        of at least $500,000,000. Such Successor Agent shall thereupon become the
        Agent
        hereunder, as applicable, and Agent shall deliver or cause to be delivered
        to
        any successor agent such documents of transfer and assignment as such Successor
        Agent may reasonably request. If a Successor Agent is not so appointed or
        does
        not accept such appointment before the resigning Agent’s resignation becomes
        effective, the resigning Agent may appoint a temporary successor to act until
        such appointment by the Majority Lenders and, if applicable, Borrower
        Representative, is made and accepted, or if no such temporary successor is
        appointed as provided above by the resigning Agent, the Majority Lenders
        shall
        thereafter perform all of the duties of the resigning Agent hereunder until
        such
        appointment by the Majority Lenders and, if applicable, Borrower Representative,
        is made and accepted. Such Successor Agent shall succeed to all of the rights
        and obligations of the resigning Agent as if originally named. The resigning
        Agent shall duly assign, transfer and deliver to such Successor Agent all
        moneys
        at the time held by the resigning Agent hereunder after deducting therefrom
        its
        expenses for which it is entitled to be reimbursed hereunder. Upon such
        succession of any such Successor Agent, the resigning Agent shall be discharged
        from its duties and obligations, in its capacity as Agent hereunder, except
        for
        its gross negligence or willful misconduct arising prior to its resignation
        hereunder, and the provisions of this Article 12 shall continue in effect
        for
        the benefit of the resigning Agent in respect of any actions taken or omitted
        to
        be taken by it while it was acting as Agent.

      


      12.5           Credit
        Decisions.  Each Lender acknowledges that it has, independently of
        Agent and each other Lender and based on the financial statements of Borrowers
        and such other documents, information and investigations as it has deemed
        appropriate, made its own credit decision to extend credit hereunder from
        time
        to time. Each Lender also acknowledges that it will, independently of Agent
        and
        each other Lender and based on such other documents, information and
        investigations as it shall deem appropriate at any time, continue to make
        its
        own credit decisions as to exercising or not exercising from time to time
        any
        rights and privileges available to it under this Agreement, any Loan Document
        or
        any other document executed pursuant hereto.

      


      12.6           Authority
        of Agent to Enforce This Agreement.  Each Lender, subject
        to the terms and conditions of this Agreement, grants the Agent full power
        and
        authority as attorney-in-fact to institute and maintain actions, suits or
        proceedings for the collection and enforcement of any Indebtedness outstanding
        under this Agreement or any other Loan Document and to file such proofs of
        debt
        or other documents as may be necessary to have the claims of the Lenders
        allowed
        in any proceeding relative to any Credit Party, or their respective creditors
        or
        affecting their respective properties, and to take such other actions which
        Agent considers to be necessary or desirable for the protection, collection
        and
        enforcement of the Notes, this Agreement or the other Loan
        Documents.


      
        
          
          

        

        
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      12.7           Indemnification
        of Agent.  The Lenders agree (which agreement shall survive
        the expiration or termination of this Agreement) to indemnify the Agent and
        its
        Affiliates (to the extent not reimbursed by Borrowers, but without limiting
        any
        obligation of Borrowers to make such reimbursement), ratably according to
        their
        respective Percentages, from and against any and all claims, damages, losses,
        liabilities, costs or expenses of any kind or nature whatsoever (including,
        without limitation, reasonable fees and expenses of house and outside counsel)
        which may be imposed on, incurred by, or asserted against the Agent and its
        Affiliates in any way relating to or arising out of this Agreement, any of
        the
        other Loan Documents or the transactions contemplated hereby or any action
        taken
        or omitted by the Agent and its Affiliates under this Agreement or any of
        the
        Loan Documents; provided, however, that no Lender shall be liable for any
        portion of such claims, damages, losses, liabilities, costs or expenses
        resulting from the Agent’s or its Affiliate’s gross negligence or willful
        misconduct. Without limitation of the foregoing, each Lender agrees to reimburse
        the Agent and its Affiliates promptly upon demand for its ratable share of
        any
        reasonable out-of-pocket expenses (including, without limitation, reasonable
        fees and expenses of house and outside counsel) incurred by the Agent and
        its
        Affiliates 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 or any of the other Loan
        Documents, to the extent that the Agent and its Affiliates are not reimbursed
        for such expenses by Borrowers, but without limiting the obligation of Borrowers
        to make such reimbursement. Each Lender agrees to reimburse the Agent and
        its
        Affiliates promptly upon demand for its ratable share of any amounts owing
        to
        the Agent and its Affiliates by the Lenders pursuant to this Section, provided
        that, if the Agent or its Affiliates are subsequently reimbursed by Borrowers
        for such amounts, they shall refund to the Lenders on a pro rata basis the
        amount of any excess reimbursement. If the indemnity furnished to the Agent
        and
        its Affiliates under this Section shall become impaired as determined in
        the
        Agent’s reasonable judgment or Agent shall elect in its sole discretion to have
        such indemnity confirmed by the Lenders (as to specific matters or otherwise),
        Agent shall give notice thereof to each Lender and, until such additional
        indemnity is provided or such existing indemnity is confirmed, the Agent
        may
        cease, or not commence, to take any action. Any amounts paid by the Lenders
        hereunder to the Agent or its Affiliates shall be deemed to constitute part
        of
        the Indebtedness hereunder.

      


      12.8           Knowledge
        of Default.  It is expressly understood and agreed that the
        Agent shall be entitled to assume that no Default or Event of Default has
        occurred and is continuing, unless the officers of the Agent immediately
        responsible for matters concerning this Agreement shall have received a written
        notice from a Lender or a Borrower specifying such Default or Event of Default
        and stating that such notice is a “notice of default”. Upon receiving such a
        notice, the Agent shall promptly notify each Lender of such Default or Event
        of
        Default and provide each Lender with a copy of such notice and shall endeavor
        to
        provide such notice to the Lenders within three (3) Business Days (but without
        any liability whatsoever in the event of its failure to do so).

      


      12.9           Agent’s
        Authorization; Action by Lenders.  Except as otherwise
        expressly provided herein, whenever the Agent is authorized and empowered
        hereunder on behalf of the Lenders to give any approval or consent, or to
        make
        any request, or to take any other action on behalf of the Lenders (including
        without limitation the exercise of any right or remedy hereunder or under
        the
        other Loan Documents), the Agent shall be required to give such approval
        or
        consent, or to make such request or to take such other action only when so
        requested in writing by the Majority Lenders or the Lenders, as applicable
        hereunder. Action that may be taken by the Majority Lenders, any other specified
        Percentage of the Lenders or all of the Lenders, as the case may be (as provided
        for hereunder) may be taken (i) pursuant to a vote of the requisite percentages
        of the Lenders as required hereunder at a meeting (which may be held by
        telephone conference call), provided that Agent exercises good faith, diligent
        efforts to give all of the Lenders reasonable advance notice of the meeting,
        or
        (ii) pursuant to the written consent of the requisite percentages of the
        Lenders
        as required hereunder, provided that all of the Lenders are given reasonable
        advance notice of the requests for such consent.


      
        
          
          

        

        
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      12.10        Enforcement
        Actions by the Agent.  Except as otherwise expressly
        provided under this Agreement or in any of the other Loan Documents and subject
        to the terms hereof, Agent will take such action, assert such rights and
        pursue
        such remedies under this Agreement and the other Loan Documents as the Majority
        Lenders or all of the Lenders, as the case may be (as provided for hereunder),
        shall direct; provided, however, that the Agent shall not be required to
        act or
        omit to act if, in the reasonable judgment of the Agent, such action or omission
        may expose the Agent to personal liability for which Agent has not been
        satisfactorily indemnified hereunder or is contrary to this Agreement, any
        of
        the Loan Documents or applicable law. Except as expressly provided above
        or
        elsewhere in this Agreement or the other Loan Documents, no Lender (other
        than
        the Agent, acting in its capacity as agent) shall be entitled to take any
        enforcement action of any kind under this Agreement or any of the other Loan
        Documents.

      


      12.11        Collateral
        Matters.

      


      (a)           The
        Agent is authorized on behalf of all the Lenders, without the necessity of
        any
        notice to or further consent from the Lenders, from time to time to take
        any
        action with respect to any Collateral or the Collateral Documents which may
        be
        necessary to perfect and maintain a perfected security interest in and Liens
        upon the Collateral granted pursuant to the Loan Documents.

      


      (b)           The
        Lenders irrevocably authorize the Agent, in its reasonable discretion, to
        the
        full extent set forth in the post-amble to Section 13.10 hereof, (1) to release
        or terminate any Lien granted to or held by the Agent upon any Collateral
        (a)
        upon termination of the Revolving Credit Aggregate Commitment and payment
        in
        full of all Indebtedness payable under this Agreement and under any other
        Loan
        Document; (b) constituting property (including, without limitation, Equity
        Interests in any Person) sold or to be sold or disposed of as part of or
        in
        connection with any disposition (whether by sale, by merger or by any other
        form
        of transaction and including the property of any Subsidiary that is disposed
        of
        as permitted hereby) permitted in accordance with the terms of this Agreement;
        (c) constituting property in which a Credit Party owned no interest at the
        time
        the Lien was granted or at any time thereafter; or (d) if approved, authorized
        or ratified in writing by the Majority Lenders, or all the Lenders, as the
        case
        may be, as provided in Section 13.10; (2) to subordinate the Lien granted
        to or
        held by Agent on any Collateral to any other holder of a Lien on such Collateral
        which is permitted by Section 8.2(b) hereof; and (3) if all of the Equity
        Interests held by the Credit Parties in any Person are sold or otherwise
        transferred to any transferee other than a Borrower or a Subsidiary of a
        Borrower as part of or in connection with any disposition (whether by sale,
        by
        merger or by any other form of transaction) permitted in accordance with
        the
        terms of this Agreement, to release such Person from all of its obligations
        under the Loan Documents (including, without limitation, under any Guaranty).
        Upon request by the Agent at any time, the Lenders will confirm in writing
        the
        Agent’s authority to release particular types or items of Collateral pursuant to
        this Section 12.11(b).


      
        
          
          

        

        
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      12.12        Agents
        in their Individual Capacities.  Comerica Bank and its
        Affiliates, successors and assigns shall each have the same rights and powers
        hereunder as any other Lender and may exercise or refrain from exercising
        the
        same as though such Lender were not the Agent. Comerica Bank and its Affiliates
        may (without having to account therefor to any Lender) accept deposits from,
        lend money to, and generally engage in any kind of banking, trust, financial
        advisory or other business with the Credit Parties as if such Lender were
        not
        acting as the Agent hereunder, and may accept fees and other consideration
        therefor without having to account for the same to the Lenders.

      


      12.13        Agent’s
        Fees.  Until the Indebtedness has been repaid and
        discharged in full and no commitment to extend any credit hereunder is
        outstanding, Borrowers are obligated, on a joint and several basis to pay
        to the
        Agent, as applicable, any agency or other fee(s) set forth (or to be set
        forth
        from time to time) in the applicable Fee Letter on the terms set forth therein.
        The agency fees referred to in this Section 12.13 shall not be refundable
        under
        any circumstances.

      


      12.14        Documentation
        Agent or other Titles.  Any Lender identified on the facing
        page or signature page of this Agreement or in any amendment hereto or as
        designated with consent of the Agent in any assignment agreement as Lead
        Arranger, Documentation Agent, Syndications Agent or any similar titles,
        shall
        not have any right, power, obligation, liability, responsibility or duty
        under
        this Agreement as a result of such title other than those applicable to all
        Lenders as such. Without limiting the foregoing, the Lenders so identified
        shall
        not have or be deemed to have any fiduciary relationship with any Lender
        as a
        result of such title. Each Lender acknowledges that it has not relied, and
        will
        not rely, on the Lender so identified in deciding to enter into this Agreement
        or in taking or not taking action hereunder.

      


      12.15        No
        Reliance on Agent’s Customer Identification
        Program.

      


      (a)           Each
        Lender acknowledges and agrees that neither such Lender, nor any of its
        Affiliates, participants or assignees, may relay on the Agent to carry out
        such
        Lender’s, Affiliate’s, participant’s or assignee’s customer identification
        program, or other obligations required or imposed under or pursuant to the
        Patriot Act or the regulations thereunder, including the regulations contained
        in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or
        any other Anti-Terrorism Law, including any programs involving any of the
        following items relating to or in connection with Borrowers or any of their
        Subsidiaries, any of their respective Affiliates or agents, the Loan Documents
        or the transactions hereunder: (i) any identify verification procedures,
        (ii)
        any record keeping, (iii) any comparisons with government lists, (iv) any
        customer notices or (v) any other procedures required under the CIP Regulations
        or such other laws.

      


      (b)           Each
        Lender or assignee or participant of a Lender that is not organized under
        the
        laws of the United States or a state thereof (and is not excepted from the
        certification requirement contained in Section 313 of the USA Patriot Act
        and
        the applicable regulations because it is both (i) an affiliate of a depository
        institution or foreign bank that maintains a physical presence in the United
        States or foreign country, and (ii) subject to provision by a banking authority
        regulating such affiliated depository institution or foreign bank) shall
        deliver
        to the Administrative Agent the certification, or, if applicable,
        recertification, certifying that such Lender is not a “shell” and certifying to
        other matters as required by Section 313 of the Patriot Act and the applicable
        regulations: (x) within 10 days after the Effective Date, and (y) at such
        other
        times as are required under the Patriot Act.


      
        
          
          

        

        
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                13.

              	
                MISCELLANEOUS.

              


      

      


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

      


      13.2           Consent
        to Jurisdiction.  The Borrowers, the Agent and Lenders
        hereby irrevocably submit to the non-exclusive jurisdiction of any United
        States
        Federal Court or Texas state court sitting in Dallas, Texas in any action
        or
        proceeding arising out of or relating to this Agreement or any of the Loan
        Documents and the Borrowers, Agent and Lenders hereby irrevocably agree that
        all
        claims in respect of such action or proceeding may be heard and determined
        in
        any such United States Federal Court or Texas state court. Chapter 346 of
        the
        Texas Finance Code (which regulates certain revolving credit loan accounts
        and
        revolving tri-party accounts) does not apply to this Agreement or the Notes.
        Each Borrower irrevocably consents to the service of any and all process
        in any
        such action or proceeding brought in any court in or of the State of Texas
        by
        the delivery of copies of such process to it at the applicable addresses
        specified on the signature page hereto or by certified mail directed to such
        address or such other address as may be designated by it in a notice to the
        other parties that complies as to delivery with the terms of Section 13.6.
        Nothing in this Section shall affect the right of the Lenders and the Agent
        to
        serve process in any other manner permitted by law or limit the right of
        the
        Lenders or the Agent (or any of them) to bring any such action or proceeding
        against any Credit Party or any of their property in the courts with subject
        matter jurisdiction of any other jurisdiction. Each Borrower irrevocably
        waives
        any objection to the laying of venue of any such suit or proceeding in the
        above
        described courts.

      


      13.3           Law
        of Texas.  This Agreement, the Notes and, the other Loan Documents
        shall be governed by and construed and enforced in accordance with the laws
        of
        the State of Texas. 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.


      
        
          
          

        

        
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      13.4           Interest.  Agent,
        Lenders, Borrowers and any other parties to the Loan Documents intend to
        contract in strict compliance with applicable usury law from time to time
        in
        effect.  In furtherance thereof such Persons stipulate and agree that
        none of the terms and provisions contained in the Loan Documents shall ever
        be
        construed to create a contract to pay, for the use, forbearance or detention
        of
        money, interest in excess of the maximum amount of interest permitted to
        be
        charged by applicable law from time to time in effect.  Neither
        Borrowers, any other party to the Loan Documents nor any present or future
        guarantors, endorsers, or other Persons hereafter becoming liable for payment
        of
        any Indebtedness shall ever be liable for unearned interest thereon or shall
        ever be required to pay interest thereon in excess of the maximum amount
        that
        may be lawfully contracted for, charged, or received under applicable law
        from
        time to time in effect, and the provisions of this section shall control
        over
        all other provisions of the Loan Documents which may be in conflict or apparent
        conflict herewith.  Agent and Lenders expressly disavow any intention
        to contract for, charge, or collect excessive unearned interest or finance
        charges in the event the maturity of any Indebtedness is
        accelerated.  If  (a) the maturity of any Indebtedness is
        accelerated for any reason, (b) any Indebtedness is prepaid and as a result
        any
        amounts held to constitute interest are determined to be in excess of the
        legal
        maximum, or (c) Agent or any Lender or any other holder of any or all of
        the
        Indebtedness shall otherwise collect moneys which are determined to constitute
        interest which would otherwise increase the interest on any or all of the
        Indebtedness to an amount in excess of that permitted to be charged by
        applicable law then in effect, then all sums determined to constitute interest
        in excess of such legal limit shall, without penalty, be promptly applied
        to
        reduce the then outstanding principal of the related Indebtedness or, at
        such
        Lender’s or holder’s option, promptly returned to Borrower or the other payor
        thereof upon such determination.  In determining whether or not the
        interest paid or payable, under any specific circumstance, exceeds the maximum
        amount permitted under applicable law, Agent, Lenders, Borrowers (and any
        other
        payors thereof) shall to the greatest extent permitted under applicable Law,
        (i)
        characterize any non-principal payment as an expense, fee or premium rather
        than
        as interest, (ii) exclude voluntary prepayments and the effects thereof,
        and
        (iii) amortize, prorate, allocate, and spread the total amount of interest
        throughout the entire contemplated term of the instruments evidencing the
        Obligations in accordance with the amounts outstanding from time to time
        thereunder and the maximum legal rate of interest from time to time in effect
        under applicable law in order to lawfully contract for, charge, or receive
        the
        maximum amount of interest permitted under applicable Law.  In the
        event applicable Law provides for an interest ceiling under Chapter 303 of
        the
        Texas Finance Code (the “Texas Finance Code”) as amended, for that day, the
        ceiling shall be the “weekly ceiling” as defined in the Texas Finance Code,
        provided that if any applicable Law permits greater interest, the Law permitting
        the greatest interest shall apply. As used in this section the term “applicable
        law” means the laws of the State of Texas or the laws of the United States of
        America, whichever laws allow the greater interest, as such laws now exist
        or
        may be changed or amended or come into effect in the future.

      


      13.5           Closing
        Costs and Other Costs; Indemnification.


      (a)           Borrowers
        shall pay or reimburse, on a joint and several basis, (a) Agent and its
        Affiliates for payment of, on demand, all reasonable costs and expenses,
        including, by way of description and not limitation, reasonable in-house
        and
        outside attorney fees and advances, appraisal and accounting fees, lien search
        fees, and required travel costs, incurred by Agent and its Affiliates in
        connection with the commitment, consummation and closing of the loans
        contemplated hereby, or in connection with the administration or enforcement
        of
        this Agreement or the other Loan Documents (including the obtaining of legal
        advice regarding the rights and responsibilities of the parties hereto) or
        any
        refinancing or restructuring of the loans or Advances provided under this
        Agreement or the other Loan Documents, or any amendment or modification thereof
        requested by Borrowers, and (b) Agent and its Affiliates and each of the
        Lenders, as the case may be, for all stamp and other taxes and duties payable
        or
        determined to be payable in connection with the execution, delivery, filing
        or
        recording of this Agreement and the other Loan Documents and the consummation
        of
        the transactions contemplated hereby, and any and all liabilities with respect
        to or resulting from any delay in paying or omitting to pay such taxes or
        duties. Furthermore, all reasonable costs and expenses, including without
        limitation attorney fees, incurred by Agent and its Affiliates and, after
        the
        occurrence and during the continuance of an Event of Default, by the Lenders
        in
        revising, preserving, protecting, exercising or enforcing any of its or any
        of
        the Lenders’ rights against Borrowers or any other Credit Party, or otherwise
        incurred by Agent and its Affiliates and the Lenders in connection with any
        Event of Default or the enforcement of the loans (whether incurred through
        negotiations, legal proceedings or otherwise), including by way of description
        and not limitation, such charges in any court or bankruptcy proceedings or
        arising out of any claim or action by any person against Agent, its Affiliates,
        or any Lender which would not have been asserted were it not for Agent’s or such
        Affiliate’s or Lender’s relationship with Borrowers hereunder or otherwise,
        shall also be paid, on a joint and several basis, by Borrowers. All of said
        amounts required to be paid by Borrowers hereunder and not paid forthwith
        upon
        demand, as aforesaid, shall bear interest, from the date incurred to the
        date
        payment is received by Agent, at the Prime-based Rate, plus two percent
        (2%).

      


      
        
          
          

        

        
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      (b)           Borrowers
        jointly and severally agree to indemnify and hold Agent and each of the Lenders
        (and their respective Affiliates) harmless from all loss, cost, damage,
        liability or expenses, including reasonable house and outside attorneys’ fees
        and disbursements (but without duplication of such fees and disbursements
        for
        the same services), incurred by Agent and each of the Lenders by reason of
        an
        Event of Default, or enforcing the obligations of any Credit Party under
        this
        Agreement or any of the other Loan Documents, as applicable, or in the
        prosecution or defense of any action or proceeding concerning any matter
        growing
        out of or connected with this Agreement or any of the Loan Documents, excluding,
        however, any loss, cost, damage, liability or expenses to the extent arising
        as
        a result of the gross negligence or willful misconduct of the party seeking
        to
        be indemnified under this Section 13.5(b), provided that, the Borrowers shall
        be
        obligated to reimburse Agent and the Lenders for only a single financial
        consultant selected by Agent in consultation with the Lenders.

      


      (c)           The
        Borrowers agree on a joint and several basis to defend, indemnify and hold
        harmless Agent and each Lender (and their respective Affiliates), and their
        respective employees, agents, officers and directors from and against any
        and
        all claims, demands, penalties, fines, liabilities, settlements, damages,
        costs
        or expenses of whatever kind or nature (including without limitation, reasonable
        attorneys and consultants fees, investigation and laboratory fees, environmental
        studies required by Agent or any Lender in connection with the violation
        of
        Hazardous Material Laws), court costs and litigation expenses, arising out
        of or
        related to (i) the presence, use, disposal, release or threatened release
        of any
        Hazardous Materials on, from or affecting any premises owned or occupied
        by any
        Credit Party in violation of or the non-compliance with applicable Hazardous
        Material Laws, (ii) any personal injury (including wrongful death) or property
        damage (real or personal) arising out of or related to such Hazardous Materials,
        (iii) any lawsuit or other proceeding brought or threatened, settlement reached
        or governmental order or decree relating to such Hazardous Materials, and/or
        (iv) complying or coming into compliance with all Hazardous Material Laws
        (including the cost of any remediation or monitoring required in connection
        therewith) or any other Requirement of Law; provided, however, that the
        Borrowers shall have no obligations under this Section 13.5(c) with respect
        to
        claims, demands, penalties, fines, liabilities, settlements, damages, costs
        or
        expenses to the extent arising as a result of the gross negligence or willful
        misconduct of the Agent or such Lender, as the case may be. The obligations
        of
        Borrowers under this Section 13.5(c) shall be in addition to any and all
        other
        obligations and liabilities Borrowers may have to Agent or any of the Lenders
        at
        common law or pursuant to any other agreement.


      
        
          
          

        

        
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      13.6          Notices.

      


      
        	
                 

              	
                (a)

              	
                Except
                  as expressly provided otherwise in this Agreement (and except as
                  provided
                  in clause (b) below), all notices and other communications provided
                  to any
                  party hereto under this Agreement or any other Loan Document shall
                  be in
                  writing and shall be given by personal delivery, by mail, by reputable
                  overnight courier or by facsimile and addressed or delivered to
                  it at its
                  address set forth on Schedule 13.6 or at such other address as
                  may be
                  designated by such party in a notice to the other parties that
                  complies as
                  to delivery with the terms of this Section 13.6 or posted to an
                  E-System
                  set up by or at the direction of Agent (as set forth below). Any
                  notice,
                  if personally delivered or if mailed and properly addressed with
                  postage
                  prepaid and sent by registered or certified mail, shall be deemed
                  given
                  when received or when delivery is refused; any notice, if given
                  to a
                  reputable overnight courier and properly addressed, shall be deemed
                  given
                  two (2) Business Days after the date on which it was sent, unless
                  it is
                  actually received sooner by the named addressee; and any notice,
                  if
                  transmitted by facsimile, shall be deemed given when received.
                  The Agent
                  may, but, except as specifically provided herein, shall not be
                  required
                  to, take any action on the basis of any notice given to it by telephone,
                  but the giver of any such notice shall promptly confirm such notice
                  in
                  writing, by facsimile, and such notice will not be deemed to have
                  been
                  received until such confirmation is deemed received in accordance
                  with the
                  provisions of this Section set forth above. If such telephonic
                  notice
                  conflicts with any such confirmation, the terms of such telephonic
                  notice
                  shall control. Any notice given by the Agent or any Lender to the
                  Borrower
                  Representative shall be deemed to be a notice to all of the Credit
                  Parties.

              


      

      


      
        	
                 

              	
                (b)

              	
                Notices
                  and other communications provided to the Agent and the Lenders
                  party
                  hereto under this Agreement or any other Loan Document may be delivered
                  or
                  furnished by electronic communication (including email and Internet
                  or
                  intranet websites) pursuant to procedures approved by the
                  Agent.  The Agent or any Borrower may, in its discretion, agree
                  to accept notices and other communications to it hereunder by electronic
                  communications (including email and any E-System) pursuant to procedures
                  approved by it.  Unless otherwise agreed to in a writing by and
                  among the parties to a particular communication, (i) notices and
                  other
                  communications sent to an email address shall be deemed received
                  upon the
                  sender’s receipt of an acknowledgment from the intended recipient (such
                  as
                  by the “return receipt requested” function, return email, or other written
                  acknowledgment) and (ii) notices and other communications posted
                  to any
                  E-System shall be deemed received upon the deemed receipt by the
                  intended
                  recipient at its email address as described in the foregoing clause
                  (i) of
                  notification that such notice or other communication is available
                  and
                  identifying the website address
                  therefore.

              


      


      
        
          
          

        

        
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      13.7          Further
        Action.  Borrowers, from time to time, upon written request
        of Agent will make, execute, acknowledge and deliver or cause to be made,
        executed, acknowledged and delivered, all such further and additional
        instruments, and take all such further action as may reasonably be required
        to
        carry out the intent and purpose of this Agreement or the Loan Documents,
        and to
        provide for Advances under and payment of the Notes, according to the intent
        and
        purpose herein and therein expressed.

      


      13.8          Successors
        and Assigns; Participations; Assignments.

      


      (a)           This
        Agreement shall be binding upon and shall inure to the benefit of the Borrowers
        and the Lenders and their respective successors and assigns.

      


      (b)           The
        foregoing shall not authorize any assignment by any Borrower of its rights
        or
        duties hereunder, and, except as otherwise provided herein, no such assignment
        shall be made (or be effective) without the prior written approval of the
        Lenders.

      


      (c)           No
        Lenders may at any time assign or grant participations in such Lender’s rights
        and obligations hereunder and under the other Loan Documents except (i) by
        way
        of assignment to any Eligible Assignee in accordance with clause (d) of this
        Section, (ii) by way of a participation in accordance with the provisions
        of
        clause (e) of this Section or (iii) by way of a pledge or assignment of a
        security interest subject to the restrictions of clause (f) of this Section
        (and
        any other attempted assignment or transfer by any Lender shall be deemed
        to be
        null and void).

      


      (d)           Each
        assignment by a Lender of all or any portion of its rights and obligations
        hereunder and under the other Loan Documents, shall be subject to the following
        terms and conditions:

      


      
        	
                 

              	
                (i)

              	
                each
                  such assignment shall be made on a pro rata basis, and shall be
                  in a
                  minimum amount of the lesser of (x) Five Million Dollars ($5,000,000)
                  or
                  such lesser amount as the Agent shall agree and (y) the entire
                  remaining
                  amount of assigning Lender’s aggregate interest in the Revolving Credit
                  (and participations in any outstanding Letters of Credit); provided
                  however that, after giving effect to such assignment, in no event
                  shall
                  the entire remaining amount (if any) of assigning Lender’s aggregate
                  interest in the Revolving Credit (and participations in any outstanding
                  Letters of Credit) be less than $5,000,000;
                  and

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  parties to any assignment shall execute and deliver to Agent an
                  Assignment
                  Agreement substantially (as determined by Agent) in the form attached
                  hereto as Exhibit H (with appropriate insertions acceptable to
                  Agent),
                  together with a processing and recordation fee in the amount, if
                  any,
                  required as set forth in the Assignment Agreement (provided however
                  that
                  such Lender need not deliver an Assignment Agreement in connection
                  with
                  assignments to such Lender’s Affiliates or to a Federal Reserve
                  Bank).

              


      


      
        
          
          

        

        
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      Until
        the
        Assignment Agreement becomes effective in accordance with its terms, and
        Agent
        has confirmed that the assignment satisfies the requirements of this Section
        13.8, the Borrowers and the Agent shall be entitled to continue to deal solely
        and directly with the assigning Lender in connection with the interest so
        assigned.  From and after the effective date of each Assignment
        Agreement that satisfies the requirements of this Section 13.8, the assignee
        thereunder shall be deemed to be a party to this Agreement, such assignee
        shall
        have the rights and obligations of a Lender under this Agreement and the
        other
        Loan Documents (including without limitation the right to receive fees payable
        hereunder in respect of the period following such assignment) and the assigning
        Lender shall relinquish its rights and be released from its obligations under
        this Agreement and the other Loan Documents.

      


      Upon
        request, Borrowers shall execute and deliver to the Agent, new Note(s) payable
        to the order of the assignee in an amount equal to the amount assigned to
        the
        assigning Lender pursuant to such Assignment Agreement, and with respect
        to the
        portion of the Indebtedness retained by the assigning Lender, to the extent
        applicable, new Note(s) payable to the order of the assigning Lender in an
        amount equal to the amount retained by such Lender hereunder. The Agent,
        the
        Lenders and each Borrower acknowledges and agrees that any such new Note(s)
        shall be given in renewal and replacement of the Notes issued to the assigning
        lender prior to such assignment and shall not effect or constitute a novation
        or
        discharge of the Indebtedness evidenced by such prior Note, and each such
        new
        Note may contain a provision confirming such agreement.

      


      (e)           The
        Borrowers and the Agent acknowledge that each of the Lenders may at any time
        and
        from time to time, subject to the terms and conditions hereof, grant
        participations in such Lender’s rights and obligations hereunder (on a pro rata
        basis only) and under the other Loan Documents to any Person (other than
        a
        natural person or to any Borrower or any of Borrower’s Affiliates or
        Subsidiaries); provided that any participation permitted hereunder shall
        comply
        with all applicable laws and shall be subject to a participation agreement
        that
        incorporates the following restrictions:

      


      
        	
                 

              	
                (i)

              	
                such
                  Lender shall remain the holder of its Notes hereunder (if such
                  Notes are
                  issued), notwithstanding any such
                  participation;

              


      

      


      
        	
                 

              	
                (ii)

              	
                a
                  participant shall not reassign or transfer, or grant any
                  sub-participations in its participation interest hereunder or any
                  part
                  thereof; and

              


      


      
        
          
          

        

        
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                (iii)

              	
                such
                  Lender shall retain the sole right and responsibility to enforce
                  the
                  obligations of the Credit Parties relating to the Notes and the
                  other Loan
                  Documents, including, without limitation, the right to proceed
                  against any
                  Guarantors, or cause the Agent to do so (subject to the terms and
                  conditions hereof), and the right to approve any amendment, modification
                  or waiver of any provision of this Agreement without the consent
                  of the
                  participant (unless such participant is an Affiliate of such Lender),
                  except for those matters covered by Section 13.10(a) through (e)
                  hereof
                  (provided that a participant may exercise any of the approval rights
                  granted above in this clause (iii) only on an indirect basis, acting
                  through such Lender and the Credit Parties, Agent and the other
                  Lenders
                  may continue to deal directly with such Lender in connection with
                  such
                  Lender’s rights and duties hereunder). Notwithstanding the foregoing,
                  however, in the case of any participation granted by any Lender
                  hereunder,
                  the participant shall not have any rights under this Agreement
                  or any of
                  the other Loan Documents against the Agent, any other Lender or
                  any Credit
                  Party; provided, however that the participant may have rights against
                  such
                  Lender in respect of such participation as may be set forth in
                  the
                  applicable participation agreement and all amounts payable by the
                  Credit
                  Parties hereunder shall be determined as if such Lender had not
                  sold such
                  participation.  Each  such participant shall be
                  entitled to the benefits of Article 11 of this Agreement to the
                  same
                  extent as if it were a Lender and had acquired its interest by
                  assignment
                  pursuant to clause (d) of this Section, provided that no participant
                  shall
                  be entitled to receive any greater amount pursuant to such the
                  provisions
                  of Article 11 than the issuing Lender would have been entitled
                  to receive
                  in respect of the amount of the participation transferred by such
                  issuing
                  Lender to such participant had no such transfer occurred and each
                  such
                  participant shall also be entitled to the benefits of Section 9.6
                  hereof
                  as though it were a Lender, provided that such participant agrees
                  to be
                  subject to Section 10.3 hereof as though it were a
                  Lender.

              


      

      


      (f)           Any
        Lender may at any time pledge or assign a security interest in all or any
        portion of its rights under this Agreement (including its Notes, if any)
        to
        secure obligations of such Lender, including any pledge or assignment to
        secure
        obligations to a Federal Reserve Bank; provided that no such pledge or
        assignment shall release such Lender from any of its obligations hereunder
        or
        substitute any such pledge or assignee for such Lender as a party
        hereto.

      


      (g)           The
        Agent shall maintain at its principal office a copy of each Assignment Agreement
        delivered to it and a register (the “Register”) for the recordation of the names
        and addresses of the Lenders, the Percentages of such Lenders and the principal
        amount of each type of Advance owing to each such Lender from time to time.
        The
        entries in the Register shall be conclusive evidence, absent manifest error,
        and
        the Borrowers, the Agent, and the Lenders may treat each Person whose name
        is
        recorded in the Register as the owner of the Advances recorded therein for
        all
        purposes of this Agreement. The Register shall be available for inspection
        by
        the Borrowers or any Lender upon reasonable notice to the Agent and a copy
        of
        such information shall be provided to any such party on their prior written
        request. The Agent shall give prompt written notice to the Borrower
        Representative of the making of any entry in the Register or any change in
        such
        entry.


      
        
          
          

        

        
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      (h)           Each
        Borrower authorizes each Lender to disclose to any prospective assignee or
        participant which has satisfied the requirements hereunder, any and all
        financial information in such Lender’s possession concerning the Credit Parties
        which has been delivered to such Lender pursuant to this Agreement, provided
        that each such prospective assignee or participant shall execute a
        confidentiality agreement consistent with the terms of Section 13.11 hereof
        or
        shall otherwise agree to be bound by the terms thereof.

      


      (i)           Nothing
        in this Agreement, the Notes or the other Loan Documents, expressed or implied,
        is intended to or shall confer on any Person other than the respective parties
        hereto and thereto and their successors and assignees and participants permitted
        hereunder and thereunder any benefit or any legal or equitable right, remedy
        or
        other claim under this Agreement, the Notes or the other Loan
        Documents.

      


      13.9          Counterparts;
        Execution.  This Agreement may be executed in several
        counterparts, and each executed copy shall constitute an original instrument,
        but such counterparts shall together constitute but one and the same
        instrument.  This Agreement (and each other Loan Document) may be
        delivered by facsimile or electronic (e.g., .pdf or .tif file) transmission
        with
        the same effect as if an originally executed version of this Agreement (or
        such
        other Loan Document) had been personally delivered to each of the parties
        hereto, whether or not an original remains in existence.

      


      13.10        Amendment
        and Waiver.  No amendment or waiver of any provision of
        this Agreement or any other Loan Document, nor consent to any departure by
        any
        Credit Party therefrom, shall in any event be effective unless the same shall
        be
        in writing and signed by the Agent and the Majority Lenders (or by the Agent
        at
        the written request of the Majority Lenders) or, if this Agreement expressly
        so
        requires with respect to the subject matter thereof, by all Lenders (and,
        with
        respect to any amendments to this Agreement or the other Loan Documents,
        by any
        Credit Party or the Guarantors that are signatories thereto), and then such
        waiver or consent shall be effective only in the specific instance and for
        the
        specific purpose for which given; provided, however, that no amendment, waiver
        or consent shall, unless in writing and signed by the Lender or Lenders affected
        thereby, do any of the following: (a) increase the stated amount of such
        Lender’s commitment hereunder, (b) reduce the principal
        of, or interest on, any outstanding Indebtedness or any Fees or other amounts
        payable hereunder, (c) postpone any date fixed for any payment of principal
        of,
        or interest on, any outstanding Indebtedness or any Fees or other amounts
        payable hereunder, (d) except as expressly permitted hereunder or under the
        Collateral Documents, release all or substantially all of the Collateral
        (provided that neither Agent nor any Lender shall be prohibited thereby from
        proposing or participating in a consensual or nonconsensual debtor-in-possession
        or similar financing), or release any material guaranty provided by any Person
        in favor of Agent and the Lenders, provided however that Agent shall be
        entitled, without notice to or any further action or consent of the Lenders,
        to
        release any Collateral which any Credit Party is permitted to sell, assign
        or
        otherwise transfer in compliance with this Agreement or the other Loan Documents
        or release any guaranty to the extent expressly permitted in this Agreement
        or
        any of the other Loan Documents (whether in connection with the sale, transfer
        or other disposition of the applicable Guarantor or otherwise), (e) terminate
        or
        modify any indemnity provided to the Lenders hereunder or under the other
        Loan
        Documents, except as shall be otherwise expressly provided in this Agreement
        or
        any other Loan Document, or (f) change the definitions of “Revolving Credit
        Percentage”, “Percentage”, “Interest Periods”, “Majority Lenders”, “Majority
        Revolving Credit Lenders”, Sections 10.2 or 10.3 hereof or this Section 13.10;
        provided, further, that notwithstanding the foregoing, the Revolving Credit
        Maturity Date may be postponed or extended, only with the consent of all
        of the
        Revolving Credit Lenders, and provided further, that no amendment, waiver
        or
        consent shall, unless in a writing signed by the Swing Line Lender, do any
        of
        the following: (x) reduce the principal of, or interest on, the Swing Line
        Note
        (y) postpone any date fixed for any payment of principal of, or interest
        on, the
        Swing Line Note or (z) alter the rights and duties of the Swing Line Lender
        hereunder and provided further, that no amendment, waiver or consent shall,
        unless in a writing signed by Issuing Lender affect the rights or duties
        of
        Issuing Lender under this Agreement or any of the other Loan Documents and
        no
        amendment, waiver, or consent shall, unless in a writing signed by the Agent
        affect the rights or duties of the Agent under this Agreement or any other
        Loan
        Document. All references in this Agreement to “Lenders” or “the Lenders” shall
        refer to all Lenders, unless expressly stated to refer to Majority Lenders
        (or
        the like).


      
        
          
          

        

        
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      The
        Agent
        shall, upon the written request of the Borrower Representative, execute and
        deliver to the Credit Parties such documents as may be necessary to evidence
        (1)
        the release of any Lien granted to or held by the Agent upon any Collateral:
        (a)
        upon termination of the Revolving Credit Aggregate Commitment and payment
        in
        full of all Indebtedness payable under this Agreement and under any other
        Loan
        Document; (b) which constitutes property (including, without limitation,
        Equity
        Interests in any Person) sold or to be sold or disposed of as part of or
        in
        connection with any disposition (whether by sale, by merger or by any other
        form
        of transaction and including the property of any Subsidiary that is disposed
        of
        as permitted hereby) permitted in accordance with the terms of this Agreement;
        (c) which constitutes property in which a Credit Party owned no interest
        at the
        time the Lien was granted or at any time thereafter; or (d) if approved,
        authorized or ratified in writing by the Majority Lenders, or all the Lenders,
        as the case may be, as provided in this Section 13.10; or (2) the release
        of any
        Person from its obligations under the Loan Documents (including without
        limitation the Guaranty) if all of the Equity Interests of such Person that
        were
        held by a Credit Party are sold or otherwise transferred to any transferee
        other
        than a Borrower or a Subsidiary of a Borrower as part of or in connection
        with
        any disposition (whether by sale, by merger or by any other form of transaction)
        permitted in accordance with the terms of this Agreement; provided that
        (i) Agent shall not be required to execute any such release or subordination
        agreement under clauses (1) or (2) above on terms which, in the Agent’s opinion,
        would expose the Agent to liability or create any obligation or entail any
        consequence other than the release of such Liens without recourse or warranty
        or
        such release shall not in any manner discharge, affect or impair the
        Indebtedness or any Liens upon any Collateral retained by any Credit Party,
        including (without limitation) the proceeds of the sale or other disposition,
        all of which shall constitute and remain part of the Collateral.

       

      13.11        Confidentiality.  Each
        Lender agrees that it will not disclose without the prior consent of the
        Borrower Representative (other than to its employees, its Subsidiaries, another
        Lender, an Affiliate of a Lender or to its auditors or counsel) any information
        with respect to the Credit Parties which is furnished pursuant to this Agreement
        or any of the other Loan Documents; provided that any Lender may disclose
        any
        such information (a) as has become generally available to the public or has
        been
        lawfully obtained by such Lender from any third party under no duty of
        confidentiality to any Credit Party, (b) as may be required or appropriate
        in
        any report, statement or testimony submitted to, or in respect to any inquiry,
        by, any municipal, state or federal regulatory body having or claiming to
        have
        jurisdiction over such Lender, including the Board of Governors of the Federal
        Reserve System of the United States, the Office of the Comptroller of the
        Currency or the Federal Deposit Insurance Corporation or similar organizations
        (whether in the United States or elsewhere) or their successors, (c) as may
        be
        required or appropriate in respect to any summons or subpoena or in connection
        with any litigation, (d) in order to comply with any law, order, regulation,
        ruling or other requirement of law applicable to such Lender, and (e) to
        any
        prospective assignee or participant in accordance with Section 13.8(f)
        hereof.


      
        
          
          

        

        
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      13.12        Substitution
        of Lenders.  If (a) any Lender has failed to fund its
        Revolving Credit Percentage of any Revolving Credit Advance, or to fund a
        Revolving Credit Advance to repay a Swing Line Advance or any Reimbursement
        Obligations, (b) the obligation of any Lender to make Eurodollar-based Advances
        has been suspended pursuant to Section 11.3 or 11.4, (c) any Lender has demanded
        compensation under Section 3.4(c), 11.5 or 11.6 or (d) any Lender has not
        approved an amendment, waiver or other modification of this Agreement, if
        such
        amendment or waiver has been approved by the Majority Lenders and the consent
        of
        such Lender is required (in each case, an “Affected Lender”), then the Agent or
        the Borrowers shall have the right to make written demand on the Affected
        Lender
        (with a copy to the Borrower Representative in the case of a demand by the
        Agent
        or with a copy to the Agent in the case of a demand by the Borrowers) to
        assign
        and the Affected Lender shall assign, to one or more financial institutions
        that
        comply with the provisions of Section 13.8 hereof (the “Purchasing Lender” or
“Purchasing Lenders”) to purchase the Advances of the Revolving Credit and/or
        Swing Line, as the case may be, of such Affected Lender (including, without
        limitation, its participating interests in outstanding Swing Line Advances
        and
        Letters of Credit) and assume the commitment of the Affected Lender to extend
        credit under the Revolving Credit (including without limitation its obligation
        to purchase participations interest in Swing Line Advances and Letters of
        Credit) under this Agreement. The Affected Lender shall be obligated to sell
        its
        Advances of the Revolving Credit and/or Swing Line, as the case may be, and
        assign its commitment to extend credit under the Revolving Credit (including
        without limitation its obligations to purchase participations in Swing Line
        Advances and Letters of Credit) to such Purchasing Lender or Purchasing Lenders
        within ten (10) days after receiving notice from the Borrowers requiring
        it to
        do so, at an aggregate price equal to the outstanding principal amount thereof,
        plus unpaid interest accrued thereon up to but excluding the date of the
        sale.
        In connection with any such sale, and as a condition thereof, the Borrowers
        shall pay to the Affected Lender all fees accrued for its account hereunder
        to
        but excluding the date of such sale, plus, if demanded by the Affected Lender
        within ten (10) Business Days after such sale, (i) the amount of any
        compensation which would be due to the Affected Lender under Section 11.1
        if the
        Borrowers had prepaid the outstanding Eurodollar-based Advances of the Affected
        Lender on the date of such sale and (ii) any additional compensation accrued
        for
        its account under Sections 3.4(c), 11.5 and 11.6 to but excluding said date.
        Upon such sale, the Purchasing Lender or Purchasing Lenders shall assume
        the
        Affected Lender’s commitment, and the Affected Lender shall be released from its
        obligations hereunder to a corresponding extent. If any Purchasing Lender
        is not
        already one of the Lenders, the Affected Lender, as assignor, such Purchasing
        Lender, as assignee, the Borrower Representative and the Agent, shall enter
        into
        an Assignment Agreement pursuant to Section 13.8 hereof, whereupon such
        Purchasing Lender shall be a Lender party to this Agreement, shall be deemed
        to
        be an assignee hereunder and shall have all the rights and obligations of
        a
        Lender with a Revolving Credit Percentage equal to its ratable share of the
        then
        applicable Revolving Credit Aggregate Commitment of the Affected Lender.
        In
        connection with any assignment pursuant to this Section 13.12, the Borrowers
        or
        the Purchasing Lender shall pay to the Agent the administrative fee for
        processing such assignment referred to in Section 13.8.


      
        
          
          

        

        
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      13.13        Withholding
        Taxes.  If any Lender is not a “united states person”
within the meaning of Section 7701(a)(30) of the Internal Revenue
        Code, such
        Lender shall promptly (but in any event prior to the initial payment of interest
        hereunder or prior to its accepting any assignment under Section 13.8 hereof,
        as
        applicable) deliver to the Agent two executed copies of (i) Internal Revenue
        Service Form W-8BEN or any successor form specifying the applicable tax treaty
        between the United States and the jurisdiction of such Lender’s domicile which
        provides for the exemption from withholding on interest payments to such
        Lender,
        (ii) Internal Revenue Service Form W-8ECI or any successor form evidencing
        that
        the income to be received by such Lender hereunder is effectively connected
        with
        the conduct of a trade or business in the United States or (iii) other evidence
        satisfactory to the Agent that such Lender is exempt from United States income
        tax withholding with respect to such income; provided, however, that such
        Lender
        shall not be required to deliver to Agent the aforesaid forms or other evidence
        with respect to Advances to Borrowers, if such Lender has assigned its entire
        interest hereunder (including its Revolving Credit Commitment Amount, any
        outstanding Advances hereunder and participations in Letters of Credit issued
        hereunder and any Notes issued to it by Borrowers), to an Affiliate which
        is
        incorporated under the laws of the United States or a state thereof, and
        so
        notifies the Agent. Such Lender shall amend or supplement any such form or
        evidence as required to insure that it is accurate, complete and non-misleading
        at all times. Promptly upon notice from the Agent of any determination by
        the
        Internal Revenue Service that any payments previously made to such Lender
        hereunder were subject to United States income tax withholding when made,
        such
        Lender shall pay to the Agent the excess of the aggregate amount required
        to be
        withheld from such payments over the aggregate amount actually withheld by
        the
        Agent. In addition, from time to time upon the reasonable request and the
        sole
        expense of Borrower, each Lender and the Agent shall (to the extent it is
        able
        to do so based upon applicable facts and circumstances), complete and provide
        Borrowers with such forms, certificates or other documents as may be reasonably
        necessary to allow Borrowers, as applicable, to make any payment under this
        Agreement or the other Loan Documents without any withholding for or on the
        account of any tax under Section 10.1(d) hereof (or with such withholding
        at a
        reduced rate), provided that the execution and delivery of such forms,
        certificates or other documents does not adversely affect or otherwise restrict
        the rights and benefits (including without limitation economic benefits)
        available to such Lender or the Agent, as the case may be, under this Agreement
        or any of the other Loan Documents, or under or in connection with any
        transactions not related to the transactions contemplated hereby.

      


      13.14        Taxes
        and Fees.  Should any tax (other than as a result of a
        Lender’s failure to comply with Section 13.13 or a tax based upon the net income
        or capitalization of any Lender or the Agent by any jurisdiction where a
        Lender
        or the Agent is or has been located), or recording or filing fee become payable
        in respect of this Agreement or any of the other Loan Documents or any
        amendment, modification or supplement hereof or thereof, Borrowers agrees
        to pay
        the same, together with any interest or penalties thereon arising from any
        Borrower’s actions or omissions, and agrees to hold the Agent and the Lenders
        harmless with respect thereto provided, however, that Borrowers shall not
        be
        responsible for any such interest or penalties which were incurred prior
        to the
        date that notice is given to the Credit Parties of such tax or
        fees. Notwithstanding the foregoing, nothing contained in
        this Section 13.14 shall affect or reduce the rights of any Lender or the
        Agent
        under Section 11.5 hereof.


      
        
          
          

        

        
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      13.15        WAIVER
        OF JURY TRIAL.  THE LENDERS, THE AGENT AND THE BORROWERS
        KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY
        HAVE TO
        A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT
        OR
        ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
        BY
        THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL
        OR
        WRITTEN) OR ACTION OF ANY OF THEM. NEITHER THE LENDERS, THE AGENT NOR THE
        BORROWERS SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH
        ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH
        A
        JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE
        DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE LENDERS
        AND
        THE AGENT OR THE BORROWER EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL
        OF
        THEM.

      


      13.16        Patriot
        Act Notice.   Pursuant to Section 326 of the USA
        Patriot Act, the Agent and the Lenders hereby notify the Credit Parties that
        if
        they or any of their Subsidiaries open an account, including any loan, deposit
        account, treasury management account, or other extension of credit with Agent
        or
        any Lender, the Agent or the applicable Lender will request the applicable
        Person’s name, tax identification number, business address and other information
        necessary to identify such Person (and may request such Person’s organizational
        documents or other identifying documents) to the extent necessary for the
        Agent
        and the applicable Lender to comply with the USA Patriot Act.

      


      13.17        Complete
        Agreement; Conflicts.  THIS AGREEMENT AND THE OTHER “LOAN
        AGREEMENTS” (AS DEFINED IN SECTION 26.02(A)(2) OF THE TEXAS BUSINESS &
COMMERCE CODE, AS AMENDED) REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES,
        AND THIS AGREEMENT AND THE OTHER WRITTEN LOAN AGREEMENTS MAY NOT BE CONTRADICTED
        BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN
        THE
        PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
        PARTIES.  In the event of any conflict between the terms of this
        Agreement and the other Loan Documents, this Agreement shall
        govern.

      


      13.18        Severability.  In
        case any one or more of the obligations of the Credit Parties under this
        Agreement, the Notes or any of the other Loan Documents shall be invalid,
        illegal or unenforceable in any jurisdiction, the validity, legality and
        enforceability of the remaining obligations of the Credit Parties shall not
        in
        any way be affected or impaired thereby, and such invalidity, illegality
        or
        unenforceability in one jurisdiction shall not affect the validity, legality
        or
        enforceability of the obligations of the Credit Parties under this Agreement,
        the Notes or any of the other Loan Documents in any other
        jurisdiction.

      


      13.19        Table
        of Contents and Headings; Section References.  The table of
        contents and the headings of the various subdivisions hereof are for convenience
        of reference only and shall in no way modify or affect any of the terms or
        provisions hereof and references herein to “sections,” “subsections,” “clauses,”
“paragraphs,” “subparagraphs,” “exhibits” and “schedules” shall be to sections,
        subsections, clauses, paragraphs, subparagraphs, exhibits and schedules,
        respectively, of this Agreement unless otherwise specifically provided herein
        or
        unless the context otherwise clearly indicates.


      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      


      13.20        Construction
        of Certain Provisions.  If any provision of this Agreement
        or any of the Loan Documents refers to any action to be taken by any Person,
        or
        which such Person is prohibited from taking, such provision shall be applicable
        whether such action is taken directly or indirectly by such Person, whether
        or
        not expressly specified in such provision.

      


      13.21        Independence
        of Covenants.  Each covenant hereunder shall be given
        independent effect (subject to any exceptions stated in such covenant) so
        that
        if a particular action or condition is not permitted by any such covenant
        (taking into account any such stated exception), the fact that it would be
        permitted by an exception to, or would be otherwise within the limitations
        of,
        another covenant shall not avoid the occurrence of a Default or an Event
        of
        Default.

      


      13.22        Electronic
        Transmissions.

      


      
        	
                 

              	
                (a)

              	
                Each
                  of the Agent, the Credit Parties, the Lenders, and each of their
                  Affiliates is authorized (but not required) to transmit, post or
                  otherwise
                  make or communicate, in its sole discretion, Electronic Transmissions
                  in
                  connection with any Loan Document and the transactions contemplated
                  therein.  Each Borrower and each other Credit Party hereby
                  acknowledges and agrees that the use of Electronic Transmissions
                  is not
                  necessarily secure and that there are risks associated with such
                  use,
                  including risks of interception, disclosure and abuse and each
                  indicates
                  it assumes and accepts such risks by hereby authorizing the transmission
                  of Electronic Transmissions.

              


      

      


      
        	
                 

              	
                (b)

              	
                All
                  uses of an E-System shall be governed by and subject to, in addition
                  to
                  Section 13.6 and this Section 13.22, separate terms and conditions
                  posted
                  or referenced in such E-System and related contractual obligations
                  executed by the Agent, the Credit Parties and the Lenders in connection
                  with the use of such E-System.

              


      

      


      
        	
                 

              	
                (c)

              	
                All
                  E-Systems and Electronic Transmissions shall be provided “as is” and “as
                  available”.  None of the Agent or any of its Affiliates warrants
                  the accuracy, adequacy or completeness of any E-Systems or Electronic
                  Transmission, and each disclaims all liability for errors or omissions
                  therein.  No warranty of any kind is made by the Agent or any of
                  its Affiliates in connection with any E Systems or Electronic
                  Transmission, including any warranty of merchantability, fitness
                  for a
                  particular purpose, non-infringement of third-party rights or freedom
                  from
                  viruses or other code defects.  The Agent, the Credit Parties
                  and the Lenders agree that the Agent has no responsibility for
                  maintaining
                  or providing any equipment, software, services or any testing required
                  in
                  connection with any Electronic Transmission or otherwise required
                  for any
                  E-System.

              


      


      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (d)

              	
                Notwithstanding
                  the foregoing, any notice of Default, Event of Default or acceleration
                  must be transmitted to the Borrower Representative either by mail,
                  by
                  reputable overnight courier, by facsimile or by email in accordance
                  with
                  Section 13.6.

              


      

      


      13.23        Advertisements.  The
        Agent and the Lenders may disclose the names of the Credit Parties and the
        existence of the Indebtedness in general advertisements and trade
        publications.

      


      13.24        Reliance
        on and Survival of Provisions.  All terms, covenants,
        agreements, representations and warranties of the Credit Parties to any of
        the
        Loan Documents made herein or in any of the Loan Documents or in any
        certificate, report, financial statement or other document furnished by or
        on
        behalf of any Credit Party in connection with this Agreement or any of the
        Loan
        Documents shall be deemed to have been relied upon by the Lenders,
        notwithstanding any investigation heretofore or hereafter made by any Lender
        or
        on such Lender’s behalf, and those covenants and agreements of the Borrowers set
        forth in Section 13.5 hereof (together with any other indemnities of any
        Credit
        Party contained elsewhere in this Agreement or in any of the other Loan
        Documents) and of Lenders set forth in Section 12.7 hereof shall survive
        the
        repayment in full of the Indebtedness and the termination of any commitment
        to
        extend credit.

      


      13.25        Joint
        and Several Liability.

      


      
        	
                 

              	
                (a)

              	
                Each
                  of the Borrowers acknowledges and agrees that it is the intent
                  of the
                  parties that each such Borrower be primarily liable for the obligations
                  as
                  a joint and several obligor. It is the intention of the parties
                  that with
                  respect to liability of any Borrower hereunder arising solely by
                  reason of
                  its being jointly and severally liable for Advances and other extensions
                  of credit taken by Borrower, the obligations of such Borrower shall
                  be
                  absolute, unconditional and irrevocable irrespective
                  of:

              


      

      


      
        	
                 

              	
                (i)

              	
                any
                  lack of validity, legality or enforceability of this Agreement
                  or any Note
                  as to any Borrower, as the case may
                  be;

              


      

      


      
        	
                 

              	
                (ii)

              	
                the
                  failure of any Lender or any holder of any
                  Note:

              


      

      


      (a)             to
        enforce any right or remedy against any Borrower, as the case may be, or
        any
        other Person (including any Guarantor) under the provisions of this Agreement,
        such Note, or otherwise, or

      


      (b)             to
        exercise any right or remedy against any guarantor of, or collateral securing,
        any obligations;

      


      
        	
                 

              	
                (iii)

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

              


      


      
        
          
          

        

        
          102

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (iv)

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

              


      

      


      
        	
                 

              	
                (v)

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

              


      

      


      
        	
                 

              	
                (vi)

              	
                any
                  other circumstance which might otherwise constitute a defense (other
                  than
                  the defense of payment in full of the Indebtedness) available to,
                  or a
                  legal or equitable discharge of, any Borrower, as the case may
                  be, any
                  surety or any guarantor.

              


      

      


      
        	
                 

              	
                (b)

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

              


      

      


      
        	
                 

              	
                (c)

              	
                Each
                  of the Borrowers hereby expressly waives: (i) notice of the Lenders’
                  acceptance of this Agreement; (ii) notice of the existence or creation
                  or
                  non payment of all or any of the Indebtedness other than notices
                  expressly
                  provided for in this Agreement; (iii) presentment, demand, notice
                  of
                  dishonor, protest, and all other notices whatsoever other than
                  notices
                  expressly provided for in this Agreement; (iv) any claim or defense
                  based
                  on an election of remedies; and (v) all diligence in collection
                  or
                  protection of or realization upon the Indebtedness or any part
                  thereof,
                  any obligation hereunder, or any security for or guaranty of any
                  of the
                  foregoing.

              


      

      


      
        	
                 

              	
                (d)

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

              


      


      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (e)

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

              


      

      


      
        	
                 

              	
                (f)

              	
                Each
                  of the Borrowers represents and warrants (i) that the business
                  operations
                  of the Borrowers are interrelated and that the business operations
                  of the
                  Borrowers complement one another, and such entities have a common
                  business
                  purpose, and (ii) that, to permit their uninterrupted and continuous
                  operations, such entities now require and will from time to time
                  hereafter
                  require funds and credit accommodations for general business purposes
                  and
                  that (iii) the proceeds of advances under the Revolving Credit,
                  the Swing
                  Line, and the other credit facilities extended hereunder will directly
                  or
                  indirectly benefit the Borrowers hereunder, severally and jointly,
                  regardless of which Borrower receives part or all of the proceeds
                  of such
                  Advances.

              


      

      


      
        	
                 

              	
                (g)

              	
                Notwithstanding
                  anything to the contrary contained herein, it is the intention
                  of the
                  Borrowers, Agent and the Lenders that the amount of the respective
                  Borrowers’ obligations hereunder shall be in, but not in excess of, the
                  maximum amount thereof not subject to avoidance or recovery by
                  operation
                  of applicable law governing bankruptcy, reorganization, arrangement,
                  adjustment of debts, relief of debtors, dissolution, insolvency,
                  fraudulent transfers or conveyances or other similar laws (collectively,
                  “Applicable Insolvency Laws”). To that end, but only in the event and to
                  the extent that the Borrowers’ respective obligations hereunder or any
                  payment made pursuant thereto would, but for the operation of the
                  foregoing proviso, be subject to avoidance or recovery under Applicable
                  Insolvency Laws, the amount of the Borrowers’ respective obligations
                  hereunder shall be limited to the largest amount which, after giving
                  effect thereto, would not, under Applicable Insolvency Laws, render
                  the
                  Borrower’s respective obligations hereunder unenforceable or avoidable or
                  subject to recovery under Applicable Insolvency Laws. To the extent
                  any
                  payment actually made hereunder exceeds the limitation contained
                  in this
                  Section 13.25(g), then the amount of such excess shall, from and
                  after the
                  time of payment by the Borrowers (or any of them), be reimbursed
                  by the
                  Lenders upon demand by such Borrowers. The foregoing proviso is
                  intended
                  solely to preserve the rights of the Agent and the Lenders hereunder
                  against the Borrowers to the maximum extent permitted by Applicable
                  Insolvency Laws and neither any Borrower nor any Guarantor nor
                  any other
                  Person shall have any right or claim under this Section 13.25(g)
                  that
                  would not otherwise be available under Applicable Insolvency
                  Laws.

              


      

      


      [Signatures
        Follow On Succeeding Page]


      
        
          
          

        

        
          104

          
            

          

        

        
          
          

        

      


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

      


      COMERICA
        BANK,

      as
        Administrative Agent

      


      


      
        	
                By:

              	 	 
	 	 	 
	
                Its:

              	 	 


      


      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      


      


      
        	 	
                STERLING
                  CONSTRUCTION COMPANY, INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 
	 	 	 
	 	 	 
	 	
                TEXAS
                  STERLING CONSTRUCTION CO.

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 
	 	 	 
	 	 	 
	 	
                OAKHURST
                  MANAGEMENT CORPORATION

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 


      


      
        
          
          

        

        
          106

          
            

          

        

        
          
          

        

      


      


      COMERICA
        BANK,

      as
        a
        Lender, as Issuing Lender

      and
        as
        Swing Line Lender

      


      


      
        	
                By:

              	 	 
	 	 	 
	
                Its:

              	 	 


      

      



      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

      


      JOINDER
        AGREEMENT

      


      This
        Joinder Agreement (this “Joinder Agreement”) is executed and delivered as of the
        31st day of
        October, 2007 by each of the undersigned

      


      WHEREAS,
        Sterling Construction Company, Inc., Texas Sterling Construction Co. and
        Oakhurst Management Corporation and Comerica Bank as Administrative Agent
        (“Agent”) and the other financial institutions party thereto from time to time
        (the “Lenders”) have executed and delivered that certain Sterling Construction
        Company, Inc. Credit Agreement dated as of October 31, 2007 (as the same
        may be
        amended, restated or otherwise modified from time to time, the “Credit
        Agreement”; capitalized terms not otherwise defined herein shall have the
        meanings set forth in the Credit Agreement), pursuant to which the Lenders
        have
        made and has agreed to make certain Advances pursuant to the terms and
        conditions set forth therein; and

      


      WHEREAS,
        each of the undersigned have requested that they also be able to request
        Advances and receive extensions of credit under the Credit Agreement, and
        the
        Lenders have agreed to such request;

      


      NOW,
        THEREFORE, in
        consideration of the provisions contained herein and in the Credit Agreement,
        each of the undersigned hereby agrees as follows:

      


      1.           By
        execution and delivery of this Joinder Agreement, each of the undersigned
        shall,
        and does hereby, become a Borrower under the Credit Agreement and a Debtor
        under
        the Security Agreement, in each case as if an original signatory thereto,
        and
        agrees to execute and deliver any such additional agreements, documents and
        instruments in connection therewith as Agent shall reasonably
        request.

      


      2.           Each
        of the undersigned (a) acknowledges and agrees that the undersigned has
        completely read and understands the Credit Agreement, the Security Agreement
        and
        any other Loan Documents; (b) consents to and agrees to be bound by all of
        the
        provisions of the Credit Agreement, the Security Agreement and any other
        Loan
        Documents executed in connection therewith relating to undersigned; (c)
        represents and warrants that (i) all of the representations and warranties
        set
        forth in the Credit Agreement, the Security Agreement and any other Loan
        Documents are, as to the undersigned, true and correct in all material respects
        as of the date hereof and (ii) the Acquisition has been consummated on the
        terms
        set forth in the Credit Agreement, and (d) acknowledges and agrees that this
        Agreement, the Credit Agreement, the Security Agreement and the other Loan
        Documents to which such undersigned is a party have been freely executed
        without
        duress and after an opportunity was provided to the undersigned for review
        by
        competent legal counsel of the undersigned's choice.


      
        
          
          

        

        
          108

          
            

          

        

        
          
          

        

      


      3.           Each
        of the undersigned acknowledges and agrees that it shall be jointly and
        severally liable with the other Borrowers for all of the loans and advances
        made
        by Agent and any of the Lenders and all of the indebtedness, obligations
        and
        liabilities to Agent and the Lenders under and pursuant to the terms of the
        Credit Agreement, the Security Agreement or any of the other Loan Documents,
        together with all of the Borrowers’ other indebtedness, obligations and
        liabilities whatsoever to Agent or any other Lender arising under or in
        connection with the Credit Agreement, the Security Agreement or any other
        Loan
        Documents, whether matured or unmatured, liquidated or unliquidated, direct
        or
        indirect, absolute or contingent, joint or several, due or to become due,
        now
        existing or hereafter arising.

      


      4.           This
        Joinder Agreement may be executed in counterparts which, taken together,
        shall
        constitute an original.  This Joinder Agreement may be delivered by
        facsimile or electronic (e.g., .pdf or .tif file) transmission with the same
        effect as if an originally executed version of this Fee Letter had been
        personally delivered to each of the parties hereto, whether or not an original
        remains in existence.


      
        
          
          

        

        
          109

          
            

          

        

        
          
          

        

      

      


      
        	 	
                ROAD
                  AND HIGHWAY BUILDERS, INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Its:

              	 
	 	 	 
	 	 	 
	 	 	 
	 	
                ROAD
                  AND HIGHWAY BUILDERS, LLC

              
	 	 
	 	
                By:  Sterling
                  Construction Company, Inc., its sole manager

              
	 	 	 
	 	 	 
	 	 	
                By:

              	 
	 	 	 	 
	 	 	
                Its:

              	 


      


      
        
          
          

        

        
          110

          
            

          

        

        
          
          

        

      


      Schedule
        1.1

      pplicable
        Margin Grid

      Credit
        Agreement

      (basis
        points per annum)

      


      
        	
                Basis
                  for Pricing

              	
                Level
                  I

              	
                Level
                  II

              	
                Level
                  III

              
	
                Pricing
                  Leverage Ratio*

              	
                <1.00

              	
                >1.00
                  but <1.75

              	
                >1.75

              
	
                Revolving
                  Credit Eurodollar Margin

              	
                125.00

              	
                175.00

              	
                225.00

              
	
                Revolving
                  Credit Prime-Based Rate Margin

              	
                0.00

              	
                25.00

              	
                50.00

              
	
                Revolving
                  Credit Facility Fee

              	
                25.00

              	
                25.00

              	
                25.00

              
	
                Letter
                  of Credit Fees (exclusive of facing fees)

              	
                125.00

              	
                175.00

              	
                225.00

              


      

      


      *
        Definition as set forth in the Credit
        Agreement.

      **
        Level
        II pricing shall be in effect until the delivery of the financial statements
        for
        the quarter ending December 31, 2007, after which time the pricing grid shall
        govern.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        1.2

      Percentages
        and Allocations

      Credit
        Agreement


      


      
        	
                LENDERS

              	
                REVOLVING

                CREDIT

                PERCENTAGE

              	
                REVOLVING

                CREDIT

                ALLOCATIONS

              
	
                Comerica
                  Bank

              	
                100%

              	
                $75,000,000

              
	
                TOTALS

              	
                100%

              	
                $75,000,000

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        1.3

      Compliance
        Information

      


      
        	
                Correct
                  Legal Name

              	
                Address

              	
                Type
                  of Organization

              	
                Jurisdiction
                  of Organization

              	
                Tax
                  identification number and other identification
                  numbers