EX-10.1






EXHIBIT 10.1



$150,000,000

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




dated as of




November 30, 2011




among




SAIA, INC.




the BANKS from time to time party hereto




BOKF, NA dba BANK OF OKLAHOMA,

as Administrative Agent and Collateral Agent




and




SUNTRUST BANK,

as Documentation Agent














BOKF, NA dba BANK OF OKLAHOMA and SUNTRUST ROBINSON HUMPHREY, INC.

Joint Lead Arrangers

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT




THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 30,
2011 (the “Effective Date”), is entered into by and among SAIA, INC., a Delaware corporation (the
“Borrower”), the undersigned financial institutions (each individually, a “Bank,” and collectively,
the “Banks”), and BOKF, NA dba BANK OF OKLAHOMA (successor to Bank of Oklahoma, N.A.), as
Administrative Agent and Collateral Agent.



RECITALS




A. The Borrower, the Banks therein named, the Administrative Agent and the Collateral Agent
are parties to that certain Third Amended and Restated Credit Agreement dated as of June 26, 2009,
as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as
of December 22, 2009 (as so amended, the “Existing Credit Agreement”), pursuant to which the Banks
continued a $120,000,000 revolving credit facility in favor of the Borrower.



B. The Borrower, the Banks, the Administrative Agent and the Collateral Agent have agreed to
amend the terms and provisions of the Existing Credit Agreement. Because of the extent of the
amendments to the Existing Credit Agreement, the parties deem it convenient to amend and restate
the Existing Credit Agreement in its entirety in accordance with the terms and provisions of this
Agreement.



C. This Agreement shall supersede the Existing Credit Agreement.




	1.	 	DEFINITIONS AND ACCOUNTING TERMS





1.1. Defined Terms. As used in this Agreement, the following terms have the following meanings
(terms defined in the singular to have the same meanings when used in the plural and vice versa):



“Acceptable Security Interest” in any Property of the Borrower or any of its Subsidiaries
means a Lien which (a) exists in favor of the Collateral Agent for the benefit of the Secured
Parties; (b) is valid; (c) has been duly perfected and is enforceable against the Borrower and the
Property covered thereby in preference to any rights of any Person therein, other than Excepted
Liens; (d) is superior to all other Liens except Excepted Liens; (e) secures the Obligations and
the Prudential Obligations on a pari passu basis; and (f) in the case of Mortgaged Properties, as
to which the requirements set forth in Section 5.12 have been satisfied.



“Acquisition” means any transaction, or any series of related transactions, consummated on or
after the Effective Date, by which the Borrower or one or more of its Subsidiaries (i) acquires all
or substantially all of any going business or all or substantially all of the assets of any firm,
corporation, partnership or limited liability company, or division thereof, whether through
purchase of assets, merger or otherwise or (ii) directly or indirectly acquires (in one transaction
or as the most recent transaction in a series of transactions) at least a majority (in number of
votes) of the Equity Interests of a corporation which have ordinary voting power for the election
of directors (other than Equity Interests having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding Equity Interests of a
partnership or limited liability company.



“Additional Covenant” means any affirmative or negative covenant or similar restriction
applicable to the Borrower or any Subsidiary (regardless of whether such provision is labeled or
otherwise characterized as a covenant), the subject matter of which either (i) is similar to that
of any covenant in Section 5 or 7 of this Agreement, or related definitions in Section 1 of this
Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than
those set forth herein or more beneficial to the lenders under the Prudential Agreement or any
other agreement governing or evidencing Indebtedness in an aggregate principal amount committed or
outstanding of $10,000,000 or more (and such covenant or similar restriction shall be deemed an
Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is
different from the subject matter of any covenants in Section 5 or 7 of this Agreement, or related
definitions in Section 1 of this Agreement.



“Additional Default” means any default or similar provision applicable to the Borrower or any
Subsidiary the result of which is to accelerate, or permit the acceleration, (with the passage of
time or giving of notice or both) of the maturity of the Indebtedness subject to such default or
provision, or otherwise requires the Borrower or any Subsidiary to repay, redeem or purchase the
Indebtedness subject to such default or provision prior to the stated maturity thereof and which
either (i) is similar to any Default or Matured Default contained in Section 8 of this Agreement,
or related definitions in Section 1 of this Agreement, but contains one or more percentages,
amounts or formulas that is more restrictive or has a shorter grace period than those set forth
herein or is more beneficial to the lenders under the Prudential Agreement or any other agreement
governing or evidencing Indebtedness in an aggregate principal amount committed or outstanding of
$10,000,000 or more (and such provision shall be deemed an Additional Default only to the extent
that it is more restrictive, has a shorter grace period or is more beneficial) or (ii) is different
from the subject matter of any Default or Matured Default contained in Section 8 of this Agreement,
or related definitions in Section 1 of this Agreement.



“Adjusted Base Rate” means the Base Rate plus the Base Rate Margin.



“Adjusted EBITDAR” means EBITDAR as it may be adjusted by the Administrative Agent in the
reasonable exercise of its sole discretion to include (i) pro forma additions related to Permitted
Acquisitions and (ii) certain non-recurring charges and/or extraordinary items proposed by the
Borrower to be included in EBITDAR. Following the closing of any Permitted Acquisition, the
calculation of EBITDAR may be adjusted to take into account the financial impact of such Permitted
Acquisition as if such Permitted Acquisition had occurred prior to, and the Subsidiary or Property
acquired pursuant to such Permitted Acquisition had been owned by the Borrower or one of its
consolidated Subsidiaries throughout, the entire calculation period prior to the date as of which
such calculation is being made, but any such adjustment shall be calculated by the Administrative
Agent in the reasonable exercise of its sole discretion.



“Adjusted LIBOR Rate” means the LIBOR Rate plus the LIBOR Margin.



“Adjusted Total Indebtedness” means, as of any calculation date, Total Indebtedness as of such
date plus the aggregate L/C Obligations as of such date.



“Administrative Agent” means BOKF, in its capacity as administrative agent for the Banks under
the Loan Documents and any successor in such capacity appointed pursuant to Section 9.6.



“Affiliate” means any Person directly or indirectly controlling, controlled by, or under the
direct or indirect common control with, the Borrower. A Person shall be deemed to control another
Person if such Person possesses, directly or indirectly, the power to direct or cause the direction
of the management and policies of such other Person, whether through the ownership of voting Equity
Interests, by contract or otherwise.



“Agent” means either the Administrative Agent or the Collateral Agent.



“Aggregate Outstanding Credit Exposure” means, at any time, the aggregate Outstanding Credit
Exposure of all of the Banks.



“Agreement” means this Fourth Amended and Restated Revolving Credit Agreement, as it may be
amended, supplemented or modified from time to time.



“Appraised Value” means, with respect to any Mortgaged Property, the fair market value of such
Mortgaged Property (land, building and improvements only), as determined by the Administrative
Agent in the reasonable exercise of its sole discretion based upon the appraisal most recently
delivered to and accepted by the Administrative Agent pursuant to Section 5.2.2 and such other
factors as the Administrative Agent deems appropriate.



“Approved Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (a) a Bank, (b) an Affiliate of a
Bank, or (c) an entity or an Affiliate of an entity that administers or manages a Bank.



“Authorized Officer” means, in the case of the Borrower, its chief executive officer, its
chief financial officer or any other officer of the Borrower involved principally in the financial
operations of the Borrower and designated as an “Authorized Officer” of the Borrower for the
purpose of this Agreement in an Officer’s Certificate executed by the Borrower’s chief executive
officer or chief financial officer and delivered to the Administrative Agent. Any action taken
under this Agreement on behalf of the Borrower by any individual who on or after the Effective Date
shall have been an Authorized Officer of the Borrower and who the Administrative Agent in good
faith believes to be an Authorized Officer of the Borrower at the time of such action shall be
binding on the Borrower even though such individual shall have ceased to be an Authorized Officer
of the Borrower. Any document, agreement, instrument, certificate or notice signed by an
Authorized Officer shall be deemed signed by the Authorized Officer in his or her capacity as an
officer of the Borrower and not in his or her individual capacity; provided,
however, that any certificate signed by an Authorized Officer on behalf of the Borrower
shall be given by such Authorized Officer to the best of his or her actual personal knowledge.



“Assignment and Assumption” means an assignment and assumption entered into by a Bank and an
eligible assignee (with the consent of any party whose consent is required by Section 10.1), and
accepted by the Administrative Agent, in substantially the form of Exhibit G or any other
form approved by the Administrative Agent.



“Available Borrowing Base” means, as of any calculation date, the amount by which (X) the
Borrowing Base as determined for such date exceeds (Y) the total outstanding principal balance of
the Prudential Obligations on such date.



“Available Liquidity” means, as of any calculation date, the unused portion of the Revolving
Credit Commitment (subject to any limitations imposed by the Borrowing Base), plus net cash
on hand of the Borrower and its Subsidiaries.



“Base Rate Loan” means any Revolving Credit Loan when and to the extent that the interest rate
therefor is determined by reference to the Base Rate.



“Base Rate” means, on any day, the rate which is the highest of (i) the sum of (A) the Federal
Funds Rate on such day plus (B) 0.50%, (ii) the “prime rate” of interest as most recently
reported in the Wall Street Journal, or (iii) the sum of (A) the 30-day LIBOR Rate in effect on
such day plus (B) 2.00%.



“Base Rate Margin” has the meaning set forth on the Pricing Schedule.



“BOKF” means BOKF, NA dba Bank of Oklahoma.



“Borrowing Base” means, as of any calculation date, an amount equal to the sum at such time of
the following:




a. 80% of the aggregate unpaid amount (exclusive of interest, late charges or carrying
charges and net of discounts, refunds or contra accounts) of all Eligible Accounts as of
such calculation date; plus




b. 75% of the Net Orderly Liquidation Value of Used Rolling Stock (i) which was
included in the latest appraisal of the Borrower’s Rolling Stock delivered pursuant to
Section 5.2.4, (ii) which is then owned by the Borrower or a Subsidiary, and (iii) in which
the Collateral Agent has an Acceptable Security Interest; plus




c. 75% of the depreciated book value as of such calculation date of Used Rolling Stock
(i) which was acquired subsequent to the latest appraisal of the Borrower’s Rolling Stock
delivered pursuant to Section 5.2.4, (ii) which is then owned by the Borrower or a
Subsidiary, and (iii) in which the Collateral Agent has an Acceptable Security Interest;
plus




d. 85% of the Net Orderly Liquidation Value of New Rolling Stock (i) which was included
in the latest appraisal of the Borrower’s Rolling Stock delivered pursuant to Section 5.2.4,
(ii) which is then owned by the Borrower or a Subsidiary, and (iii) in which the Collateral
Agent has an Acceptable Security Interest; plus




e. 85% of the depreciated book value as of such calculation date of New Rolling Stock
(i) which was acquired subsequent to the latest appraisal of the Borrower’s Rolling Stock
delivered pursuant to Section 5.2.4, (ii) which is then owned by the Borrower or a
Subsidiary, and (iii) in which the Collateral Agent has an Acceptable Security Interest;
plus




f. 80% of the Appraised Value of the Mortgaged Properties in which the Collateral Agent
has an Acceptable Security Interest.



All references herein to the Borrowing Base shall be effective, and the initial calculation of the
Borrowing Base shall be made, as of the Effective Date.



“Borrowing Base Report” means a certificate, in substantially the form of Exhibit F
hereto, demonstrating the Borrower’s calculation of the Borrowing Base.



“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial
banks in Oklahoma are authorized or required to close under the laws of such State and, if the
applicable day relates to a LIBOR Loan, LIBOR Interest Period, or notice with respect to a LIBOR
Loan, a day on which dealings in Dollar deposits are also carried on in the London interbank market
and banks are open for business in London.



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



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



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



“Change in Law” means (a) the adoption or implementation of any treaty, law, rule or
regulation after the Effective Date, (b) any change in law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the Effective Date or (c)
compliance by any Bank or the L/C Issuer (or by any lending office of such Bank or the L/C Issuer
or by such Bank’s or the L/C Issuer’s holding company, if any) with any written request, guideline
or directive (whether or not having the force of law but if not having the force of law, then being
one with which the relevant party would customarily comply) of any Governmental Authority made or
issued after the Effective Date; provided that notwithstanding anything herein to the contrary, (i)
the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations,
guidelines or directives thereunder or issued in connection therewith shall be deemed to be a
“Change in Law,” regardless of the date enacted, adopted or issued and (ii) all requests, rules,
guidelines or directives concerning capital adequacy in connection with the implementation of the
proposals (referred to as Basel III) on capital and liquidity of the Basel Committee on Bank
Supervision (the “BCBS”) issued in December 2009 and related publications and guidance (including
the additions to and refinements of the proposals published by the BCBS in July 2010), shall be
deemed to have been introduced or adopted, as applicable, after the Effective Date, regardless of
the actual date such request, rule, guideline or directive actually goes into effect.



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



“Collateral” means, collectively, (i) the Personal Property Collateral, (ii) the Mortgaged
Properties, and (iii) any other Property in which the Collateral Agent is at any time granted a
Lien as security for the Obligations.



“Collateral Agent” means BOKF in its capacity as collateral agent for the Banks, Prudential
and the other Secured Parties pursuant to this Agreement and the Prudential Intercreditor
Agreement, or any successor collateral agent appointed pursuant to Section 4.9 of the Prudential
Intercreditor Agreement.



“Collateral Documents” means the Security Agreement, the Mortgages and each other document,
instrument or agreement executed in connection therewith or otherwise executed in order to secure
all or a portion of the Obligations.



“Commitment” means, as to any Bank, such Bank’s obligation to (a) make Revolving Credit Loans
to the Borrower and (b) purchase participations in Swing Line Loans and L/C Obligations, in an
aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth
opposite such Bank’s name on such Bank’s signature page hereto or in the Assignment and Assumption
pursuant to which such Bank becomes a party hereto, as applicable, as such amount may be increased
or decreased from time to time in accordance with this Agreement.



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



“Consolidated” and “Consolidating” mean the consolidation of the accounts of the Borrower and
its Subsidiaries in accordance with GAAP, including principles of consolidation, consistent with
those applied in the preparation of the audited financial statements referred to in Section 4.2.



“Contingency Reserve” means accruals (other than de minimis accruals) for matters of a
contingent nature that are generally infrequent or unusual and not in the ordinary course of the
Borrower’s or its Subsidiaries’ businesses, excluding reserves for the Borrower’s and its
Subsidiaries’ workers’ compensation and bodily injury and property damage programs.



“Debtor Relief Laws” means (i) the United States Bankruptcy Code, (ii) all other laws relating
to liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency or reorganization, and (iii) all other similar debtor
relief laws of the United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.



“Default” means an event or circumstance that, with the giving of notice, the passage of time,
or both, would be a Matured Default.



“Defaulting Bank” means any Bank, as determined by the Administrative Agent, that (a) has
failed to fund all of its portion of a Revolving Loan, participation in a L/C Obligation or
participation in a Swing Line Loan required to be funded by it hereunder within two Business Days
of the date required to be funded by it hereunder, unless such Bank notifies the Administrative
Agent and the Borrower in writing that such failure is the result of such Bank’s determination that
one or more conditions precedent to funding (each of which conditions precedent, together with any
applicable Default or Matured Default, shall be specifically identified in such writing) has not
been satisfied, (b) has failed to pay over to the Administrative Agent, the L/C Issuer, the Swing
Line Lender or any other Bank any other amount required to be paid by it hereunder within two
Business Days of the date when due, unless such amount is the subject of a good faith dispute, (c)
has notified the Borrower, the Administrative Agent, the L/C Issuer, the Swing Line Lender or any
other Bank in writing that it does not intend to comply with any of its funding obligations under
this Agreement or has made a public statement to the effect that it does not intend to comply with
its funding obligations under this Agreement or under other agreements in which it commits to
extend credit (unless such writing or public statement relates to such Bank’s obligation to fund a
Revolving Loan hereunder and states that such position is based on such Bank’s determination that a
condition precedent to funding (which condition precedent, together with any applicable Default or
Matured Default, shall be specifically identified in such writing or public statement) cannot be
satisfied), (d) has failed, within three Business Days after request by the Administrative Agent or
the Borrower, to confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Revolving Loans and participations in then outstanding L/C
Obligations and Swing Line Loans (provided that such Bank shall cease to be a Defaulting
Bank pursuant to this clause (d) upon receipt of such written confirmation by the Administrative
Agent and the Borrower), or (e) has, or has a direct or indirect parent company or holding company
that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed
for it a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or
similar Person charged with reorganization or liquidation of its business or assets, including the
Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in
such a capacity; provided that a Bank shall not be a Defaulting Bank solely by virtue of
the ownership or acquisition of any equity interest in that Bank or any direct or indirect parent
company or holding company thereof by a Governmental Authority so long as such ownership interest
does not result in or provide such Bank with immunity from the jurisdiction of courts within the
United States or from the enforcement of judgments or writs of attachment on its assets or permit
such Bank (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts
or agreements made with such Bank. Any determination by the Administrative Agent that a Bank is a
Defaulting Bank under any one or more of clauses (a) through (e) above shall be conclusive and
binding absent manifest error, and such Bank shall be deemed to be a Defaulting Bank upon delivery
of written notice of such determination to the Borrower, the L/C Issuer, the Swing Line Lender and
each Bank.



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



“EBITDAR” means, for any period, the sum of Net Income plus, to the extent deducted in the
determination of Net Income, (i) all provisions for federal, state and other income tax of the
Borrower and its Subsidiaries, (ii) Interest Expense, (iii) provisions for depreciation and
amortization, and (iv) Rental Expense, excluding (a) any gains or losses resulting from the sale,
conversion or other disposition of capital assets (i.e., assets other than current assets), (b) any
gains resulting from the write-up of assets, (c) any earnings of any Person acquired by the
Borrower or any Subsidiary through purchase, merger or consolidation or otherwise for any period
prior to the date of Acquisition, (d) any deferred credit representing the excess of equity in any
such Subsidiary at the date of Acquisition over the cost of the investment in such Subsidiary,
(e) any gains or losses from the acquisition of securities or the retirement or extinguishment of
Indebtedness, (f) any gains on collections from the proceeds of insurance policies or settlements,
(g) any restoration to income of any Contingency Reserve, except to the extent that provision for
such reserve was made out of income accrued during such period, (h) any income, gain or loss during
such period from any discontinued operations or the disposition thereof, from any extraordinary
items or from any prior period adjustments, and (i) any interest of the Borrower or any Subsidiary
in the undistributed earnings (but not losses) of any Person which is not a Subsidiary of the
Borrower, which in the aggregate will be deducted only to the extent they are positive, adjusted
for minority interests in Subsidiaries.



“Eligible Accounts” means, as of any calculation date, any account (account receivable) of the
Borrower or its Wholly Owned Subsidiaries (i) which arose from transportation, distribution,
freight, hauling or warehousing services, or other ancillary services incidental thereto, furnished
by the Borrower or a Wholly Owned Subsidiary, (ii) which is based upon a valid, enforceable and
legally binding order or contract, (iii) which has been invoiced in accordance with the terms of
such order or contract, (iv) for which the account debtor is unconditionally obligated to make
payment, and (v) in and to which the Collateral Agent has an Acceptable Security Interest. The
term “Eligible Accounts” shall exclude the following:




a. The portion of any account which is in dispute or as to which the account debtor has
given notice that it claims right of rejection, return, recoupment, setoff, counterclaim,
deduction or defense to payment;




b. Any account which is subject to any assignment, adverse claim or Lien;




c. Any account which is evidenced by, or as to which the Borrower or a Subsidiary has
received, a note, chattel paper, draft, check, trade acceptance or other instrument in
payment thereof or obtained a judgment with respect thereto;




d. Any right to payment arising under any lease of goods;




e. Any account as to which the account debtor is an Affiliate of the Borrower;




f. Any account as to which the account debtor is a governmental body, agency or
authority;




g. Any account as to which the account debtor has died or is the subject of
dissolution, liquidation, termination of existence, insolvency, business failure,
receivership, bankruptcy, readjustment of debt, assignment for the benefit of creditors or
similar proceedings;




h. Any account which is payable in a currency other than Dollars;




i. Any account which is due from an account debtor located outside the United States or
incorporated/organized under the laws of a jurisdiction other than a state of the United
States;




j. Any account which remains unpaid more than 90 days following the original invoice
date;




k. Any account which is due and owing from an account debtor which has an outstanding
balance under accounts which have been invoiced, if 10% or more of such balance has been
outstanding more than 90 days beyond the original invoice date;




l. The amount of any account or accounts owed by the same account debtor which exceeds
20% of all Eligible Accounts; and




m. Any other account as to which the Administrative Agent has made a determination, in
the reasonable exercise of its sole discretion, that the prospects for collection are
doubtful.



“Environmental and Safety Laws” means all laws relating to pollution, the release or other
discharge, handling, disposition or treatment of Hazardous Materials and other substances or the
protection of the environment or of employee health and safety, including without limitation,
CERCLA, the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. Section 7401 et seq.), the Clean Air Act (42 U.S.C.
Section 401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), the
Occupational Safety and Health Act (29 U.S.C. Section 651 et seq.) and the Emergency Planning and
Community Right-To-Know Act (42 U.S.C. Section 11001 et seq.), each as the same may be amended and
supplemented.



“Equity Interests” means, with respect to any Person, all of the shares of capital stock of
(or other ownership or profit interests in) such Person, all of the warrants, options or other
rights for the purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations and published interpretations thereof.



“Eurocurrency Reserve Requirement” means, for any LIBOR Loan for any Interest Period therefor,
the daily average of the stated maximum rate (expressed as a decimal) at which reserves (including
any marginal, supplemental, or emergency reserves) are required to be maintained during such
Interest Period under Regulation D by member banks of the Federal Reserve System in New York City
with deposits exceeding One Billion Dollars against “Eurocurrency liabilities” (as such term is
used in Regulation D), but without benefit or credit of proration, exemptions, or offsets that
might otherwise be available from time to time under Regulation D. Without limiting the effect of
the foregoing, the Eurocurrency Reserve Requirement shall reflect any other reserves required to be
maintained against (1) any category of liabilities that includes deposits by reference to which the
LIBOR Rate for LIBOR Loans is to be determined; or (2) any category of extension of credit or other
assets that include LIBOR Loans.



“Excepted Liens” means the following Liens against Properties of the Borrower or any of its
Subsidiaries: (i) deposits to secure payment of worker’s compensation, unemployment insurance and
other similar benefits; (ii) Liens for property taxes not yet due or the validity or amount of
which are being contested in good faith by appropriate proceedings and against which the Borrower
has established reserves in conformity with GAAP; (iii) statutory Liens which (A) are being
contested in good faith by appropriate legal proceedings and against which the Borrower has
established reserves in conformity with GAAP or (B) arise in the ordinary course of business and
secure obligations which are not yet due and not in default; (iv) Liens to secure (or to obtain
letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, performance bonds, purchase, construction, government or sales contracts and
other similar obligations or otherwise to satisfy statutory or legal obligations, provided that in
each such case such Liens (A) were not incurred or made in connection with the incurrence or
maintenance of Indebtedness, the borrowing of money, the obtaining of advances or credit, and (B)
do not in the aggregate materially detract from the value of the Property so encumbered or
materially impair the use thereof in the operation of its business; (v) title defects, title
irregularities, easements, zoning restrictions, rights-of-way, encroachments, encumbrances on real
property imposed by law or arising in the ordinary course of business and other title matters of a
minor nature that in each case do not secure any monetary obligations and do not materially detract
from the value of the affected Property or materially impair or interfere with the use thereof in
the ordinary course of business; and (vi) attachment, judgment and other similar Liens arising in
connection with court proceedings, provided, however, that such Liens are in existence for less
than 30 days after the entry thereof or the execution or other enforcement thereof is effectively
stayed, but only if the claims secured thereby are being contested in good faith by appropriate
legal proceedings and the Borrower has established reserves in conformity with GAAP for such
claims.



“Existing Subsidiaries” means SCS and SMF.



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



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



“GAAP” means generally accepted accounting principles in effect in the United States.



“Guarantors” means (i) SMF, (ii) any other Subsidiary hereafter formed or acquired by the
Borrower, and (iii) any other Person that becomes a guarantor of all or a portion of the
Obligations.



“Guaranties” means (i) the Third Restated Guaranty Agreement of SMF, in substantially the form
of Exhibit A hereto, to be executed and delivered by SMF as of the Effective Date, and (ii)
any other guaranty agreement or other instrument at any time executed and delivered by a Guarantor
to guarantee payment and performance of the Obligations.



“Hazardous Materials” means (i) any material or substance defined as or included in the
definition of “hazardous substances,” “hazardous wastes,” “hazardous material,” “toxic substances”
or any other formulations intended to define, list or classify substances by reason of their
deleterious properties, (ii) any oil, petroleum or petroleum derived substances, (iii) any
flammable substances or explosives, (iv) any radioactive materials, (v) asbestos in any form,
(vi) electrical equipment that contains any oil or dielectric fluid containing levels of
polychlorinated biphenyls in excess of 50 parts per million, (vii) pesticides or (viii) any other
chemical, material or substance, exposure to which is prohibited, limited or regulated by any
governmental agency or authority or which may or could pose a hazard to the health and safety of
persons in the vicinity thereof.



“Indebtedness” means with respect to any Person without duplication, (i) indebtedness or
liability for borrowed money; (ii) obligations evidenced by bonds, debentures, notes, or other
similar instruments; (iii) obligations for the deferred purchase price of property acquired by such
Person (excluding accounts payable arising in the ordinary course of business but including all
liabilities created or arising under any conditional sale or other title retention agreement with
respect to any such property); (iv) redemption obligations in respect of mandatorily redeemable
Preferred Stock; (v) obligations as lessee under Capital Leases; (vi) the amount of unfunded
benefit liabilities (as defined in section 4001(a)(18) of ERISA); (vii) obligations under
acceptance facilities; (viii) the outstanding balance of the purchase price of uncollected accounts
receivable of such Person subject at such time to a sale of receivables or other similar
transaction, regardless of whether such transaction is effected without recourse to such Person or
in a manner which would not be reflected on the balance sheet of such Person in accordance with
GAAP; (ix) obligations secured by any Liens (other than Excepted Liens), whether or not the
obligations have been assumed; and (x) all guaranties, endorsements (other than for collection or
deposit in the ordinary course of business), and other contingent obligations to purchase, to
provide funds for payment, to supply funds to invest in any Person or entity, or otherwise to
assure a creditor against loss with respect to liabilities of a type described in any of the
clauses above.



“Interest Expense” means, with respect to any period, the sum (without. duplication) of
(i) all interest and prepayment charges in respect of any Indebtedness (including imputed interest
in respect of Capitalized Lease Obligations and net costs of Rate Management Transactions) deducted
in determining Net Income for such period, together with all interest capitalized or deferred
during such period and not deducted in determining Net Income for such period, plus
(ii) all debt discount and expenses amortized or required to be amortized in the determination of
Net Income for such period.



“Interest Period” means, with respect to any LIBOR Loan, the period commencing on the date
such Loan is made and ending, as the Borrower may select pursuant to Sections 2.4 and 2.6, on the
numerically corresponding day in the first, second, third or fourth calendar month thereafter,
except that each such Interest Period that commences on the last Business Day of a calendar month
(or on any day for which there is no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Business Day of the appropriate subsequent calendar month;
provided that the foregoing provisions relating to Interest Periods are subject to the following:




a. No Interest Period may extend beyond the Termination Date; and




b. If an Interest Period would end on a day that is not a Business Day, such Interest
Period shall be extended to the next Business Day unless, in the case of a LIBOR Loan, such
Business Day would fall in the next calendar month, in which event such Interest Period
shall end on the immediately preceding Business Day.



“Lending Office” means, with respect to any Bank the Lending Office of such Bank (or of an
Affiliate of such Bank) designated on the signature pages hereof or such other office of such Bank
(or of an Affiliate of such Bank) as such Bank may from time to time specify to the Borrower and
the Administrative Agent as the office at which its Loans are to be made and maintained.



“Letter of Credit” means any letter of credit issued pursuant to Section 2.2.



“L/C Issuer” means BOKF, in its capacity as the issuer of Letters of Credit hereunder, and
each of its successors in such capacity as provided in Section 2.2.13. In the event that any other
Bank hereunder issues one or more Letters of Credit at the request of the L/C Issuer pursuant to
Section 2.2.5, the term “L/C Issuer” shall mean such Bank with respect to the Letters of Credit
issued by such Bank.



“L/C Obligations” means the aggregate undrawn face amount of all outstanding Letters of Credit
and outstanding obligations of the Borrower to reimburse the Administrative Agent (for the account
of the L/C Issuer) for all drawings under a Letter of Credit.



“Leverage Ratio” means, as of the last day of any completed fiscal quarter of the Borrower,
the ratio of (i) Total Indebtedness as of such date to (ii) Adjusted EBITDAR for the period of four
(4) consecutive fiscal quarters ending on such date.



“LIBOR Loan” means any Revolving Credit Loan when and to the extent that the interest rate
therefor is determined by reference to the LIBOR Rate.



“LIBOR Margin” shall have the meaning set forth on the Pricing Schedule.



“LIBOR Rate” means, (i) for each LIBOR Loan, the rate per annum (rounded upward, if necessary,
to the nearest 1/100 of 1%) determined by the Administrative Agent to be equal to the quotient of
(1) the London Interbank Offered Rate for such LIBOR Loan for such Interest Period divided by
(2) one minus the Eurocurrency Reserve Requirement for such Interest Period, and (ii) to
the extent the Base Rate on any day is determined by reference to the LIBOR Rate, the rate per
annum (rounded upward, if necessary, to the nearest 1/100 of 1%) determined by the Administrative
Agent to be equal to the quotient of (x) the London Interbank Offered Rate in effect on such date
for delivery of funds for one (1) month in an amount equal to the principal balance of the
outstanding Revolving Loans, divided by (y) one minus the Eurocurrency Reserve Requirement
then in effect for a one (1) month period.



“Lien” means any mortgage, deed of trust, pledge, security interest, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), of preference, priority,
or other security agreement or preferential arrangement, charge, or encumbrance of any kind or
nature whatsoever (including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the UCC or comparable law of any
jurisdiction to evidence any of the foregoing).



“Loans” means the Revolving Credit Loans and the Swing Line Loans, or any or all of them as
the context may require.



“Loan Document” means this Agreement, the Notes, any Letters of Credit (and the application
and/or reimbursement agreement executed by Borrower and required by the L/C Issuer or the
Administrative Agent in connection with the issuance of same), the Guaranties, the Collateral
Documents, and any and all other instruments executed or delivered by the Borrower and its
Subsidiaries in connection with the foregoing, together with all amendments, substitutions,
renewals and extensions thereof.



“London Interbank Offered Rate” applicable to any Interest Period for a LIBOR Loan means the
rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) as shown on the display
designated as “British Bankers Association Interest Settlement Rates” on the Reuters Information
Service for the purpose of displaying such rate at approximately 11:00 a.m. London time, two
Business Days prior to the first day of such Interest Period for the offering to leading banks in
the London interbank market of Dollar deposits for a period, and in an amount, comparable to the
Interest Period and principal amount of the LIBOR Loan which shall be made by Banks and outstanding
during such Interest Period. In the event that such rate is not available on Reuters, then such
offered rate shall be otherwise independently determined by the Administrative Agent from an
alternate, substantially similar independent source available to the Administrative Agent or shall
be calculated by the Administrative Agent by a substantially similar methodology as that
theretofore used to determine such offered rate.



“Majority Banks” means, at any time, Banks holding more than 66-2/3% of the then aggregate
unpaid principal amount of the Outstanding Credit Exposure or, if no such principal amount is then
outstanding, Banks representing more than 66-2/3% of the Revolving Credit Commitment. The
outstanding portion of the Outstanding Credit Exposure held or deemed held by any Defaulting Bank
shall be excluded for purposes of making a determination of Majority Banks.



“Matured Default” means any of the events or circumstances specified in Section 8, provided
that there has been satisfied any requirement in connection with such event for the giving of
notice, or the lapse of time, or the happening of any further condition, event or act.



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



“Mortgage” means, as to each Mortgaged Property, a real estate mortgage, deed of trust or
other instrument executed by the Borrower or a Subsidiary in favor of the Collateral Agent in order
to grant the Collateral Agent a Lien thereon to secure the Obligations and the Prudential
Obligations. The Mortgages existing as of the Effective Date are identified on Schedule 1.1
hereto.



“Mortgaged Properties” means (i) the terminal facilities located on the tract or tracts of
land more particularly identified on Schedule 1.1 attached hereto, (ii) any additional real
Properties in which the Collateral Agent may be granted a Lien pursuant to the substitution
provision set forth in Section 5.12, and (iii) any other real Properties (in addition to those
described in the foregoing clauses (i) and (ii)) in which a Lien may at any time be granted to the
Collateral Agent to secure the Obligations. As to each of such Properties, the term “Mortgaged
Property” includes all land, buildings, structures, improvements, fixtures, and other property
rights relating thereto which are considered real property under the laws of the state or
jurisdiction in which such Property is located.



“Multiemployer Plan” means any Plan which is a “multiemployer plan” (as such term is defined
in Section 4001(a)(3) of ERISA).



“Net Cash Flow” means Adjusted EBITDAR less the sum of Rental Expense, cash taxes, Unfinanced
Capital Expenditures, distributions (to the extent payment of such distributions was permitted by
Section 7.13(a)(iii) or was consented to by the Majority Banks), and treasury stock purchases (to
the extent permitted by Section 7.13(b)).



“Net Income” means, for any period of determination, with respect to the Borrower on a
Consolidated basis with its Subsidiaries (other than any Subsidiary which is restricted from
declaring or paying dividends or otherwise advancing funds to its parent whether by contract or
otherwise), cumulative net income earned during such period as determined in accordance with GAAP.



“Net Orderly Liquidation Value” means, with respect to Rolling Stock of the Borrowers and its
Subsidiaries, the net amount, as estimated by an independent appraiser in the latest appraisal of
the Borrower’s Rolling Stock delivered pursuant to Section 5.2.4 (or, if applicable, pursuant to
Section 5.2.4 of the Existing Loan Agreement), that could be realized from an orderly liquidation
sale, given a reasonable period of time to find a purchaser (or purchasers) with the Borrower being
compelled to sell on an as-is, where-is basis.



“Net Worth” means, at any time of determination thereof, the Consolidated stockholders’ equity
of the Borrower and its Subsidiaries.



“New Rolling Stock” means, as of any determination date, any item of Rolling Stock which was
purchased new by the Borrower or one of its Subsidiaries within the period of six months prior to
such date.



“Notes” means the promissory notes, each dated as of the Effective Date, to be delivered by
the Borrower pursuant to Section 2.11 of this Agreement payable to the order of each respective
Bank in the principal amount of its Commitment.



“Obligations” means (a) all liabilities, obligations and indebtedness, of every kind and
description and howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now existing or hereafter arising, and whether joint, several, or joint and several, of
the Borrower or any Subsidiary to the Banks, either Agent or the L/C Issuer, arising under or
evidenced by this Agreement or any of the other Loan Documents, including the principal balance of
the Loans, all interest accrued thereon (including interest accruing on the Notes after the
commencement of any proceeding under any Debtor Relief Laws, notwithstanding any provision or rule
of law which might restrict the rights of the Bank, as against the Borrower or any other Person, to
collect such interest), all L/C Obligations, all loan fees, legal fees and other fees and expenses
payable to the Banks and the Agents as set forth in this Agreement and the other Loan Documents,
and all reimbursement and indemnification obligations as set forth in this Agreement and the other
Loan Documents, (b) all Rate Management Obligations of the Borrower or any Subsidiary to any Bank
(or any Affiliate of a Bank), and (c) all obligations under any Treasury Management Agreement
between the Borrower or any Subsidiary and any Bank (or any Affiliate of a Bank).



“Officer’s Certificate” means a certificate signed in the name of the Borrower by an
Authorized Officer of the Borrower, in substantially the form attached hereto as Exhibit E.



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



“Outstanding Credit Exposure” means, as to any Bank at any time, the sum of (i) the aggregate
principal amount of its Revolving Credit Loans outstanding at such time, plus (ii) an
amount equal to its Pro Rata Share of the L/C Obligations and Swing Line Loans outstanding at such
time.



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



“Permitted Acquisition” means an Acquisition permitted under Section 7.3(h).



“Person” means an individual, partnership, corporation, business trust, joint stock company,
trust, unincorporated association, joint venture, governmental authority, or other entity of
whatever nature.



“Personal Property Collateral” means all of the following items and types of personal property
of the Borrower and its Subsidiaries, of every kind and character, whether now owned and existing
or hereafter acquired or arising, wherever located, together with all accessions thereto,
substitutions and replacements therefor, and all proceeds (including insurance proceeds) and
products thereof: (i) all accounts, accounts receivable, contracts, contract rights, electronic
chattel paper, tax refunds, indemnification rights, warranty claims, commercial tort claims, and
general intangibles, (ii) all Rolling Stock, furniture, fixtures, machinery, equipment, tools,
tooling, inventory and other goods, (iii) all patents, patent applications, trademarks, trademark
applications, trade names, copyrights, copyright applications, software license rights, and other
intellectual property rights, (iv) all securities, financial assets and other investment property,
(v) all promissory notes, instruments, chattel paper and documents, (vi) all letter-of-credit
rights, (vii) all as-extracted collateral, (viii) all deposit accounts and certificates of deposit,
(ix) all cash, cash equivalents and money, and (x) all Equity Interests held by the Borrower in its
Subsidiaries.



“Plan” means any defined benefit pension plan which is covered by Title IV of ERISA and in
respect of which the Borrower or a Commonly Controlled Entity is an “employer” as defined in
Section 3(5) of ERISA.



“Preferred Stock” means any class of capital stock of a corporation that is preferred over any
other class of capital stock of such corporation as to the payment of dividends or the payment of
any amount upon liquidation or dissolution of such corporation.



“Pricing Schedule” means the Pricing Schedule attached hereto and designated as such.



“Principal Office” means the principal office of each Bank, as listed on its signature page
hereto.



“Pro Rata Share” means the proportion which each Bank’s Commitment bears to the Revolving
Credit Commitment at the time of determination thereof.



“Property” means any asset or property, whether real, personal or mixed, tangible or
intangible, which is now or at any time hereafter owned, operated or leased by the Borrower or any
Subsidiary.



“Prudential” means, individually and collectively, The Prudential Insurance Company of America
and any other holders from time to time of the Prudential Term Notes, and each of their respective
successors and assigns.



“Prudential Agreement” means the Amended and Restated Master Shelf Agreement, dated as of June
26, 2009, between the Borrower and Prudential, as it may be amended from time to time.



“Prudential Intercreditor Agreement” means the Intercreditor and Collateral Agency Agreement
dated as of June 26, 2009, among Prudential, the Administrative Agent, the Banks and the Collateral
Agent, as it may be amended or modified from time to time.



“Prudential Note Documents” means, collectively, the Prudential Agreement, the Prudential Term
Notes and the Prudential Note Guaranties, and any and all other instruments executed or delivered
by the Borrower and its Subsidiaries in connection with the foregoing, together with all
amendments, substitutions, renewals and extensions thereof.



“Prudential Note Guaranties” means those certain guaranty agreements of the Note Guarantors
(as defined in the Prudential Agreement) guarantying the payment of the Prudential Term Notes.



“Prudential Obligations” means all liabilities, obligations and indebtedness, of every kind
and description and howsoever created, arising or evidenced, whether direct or indirect, absolute
or contingent, now existing or hereafter arising, and whether joint, several, or joint and several,
of the Borrower or any Subsidiary to the holders of the Prudential Term Notes, arising under or
evidenced by the Prudential Agreement or the Prudential Note Documents, including the principal
balance of the Prudential Term Notes, all interest accrued thereon (including interest accruing on
the Prudential Term Notes after the commencement of any proceeding under any Debtor Relief Laws,
notwithstanding any provision or rule of law which might restrict the rights of any holder of the
Prudential Term Notes, as against the Borrower or any other Person, to collect such interest), all
yield-maintenance amounts, all fees and expenses (including legal fees) payable to the holders of
the Prudential Term Notes as set forth in the Prudential Agreement and the Prudential Note
Documents, and all reimbursement and indemnification obligations as set forth in the Prudential
Agreement and the Prudential Note Documents. In the event any portion of the Prudential Obligations
is refinanced in a transaction permitted by Section 7.2(c), all references herein to the Prudential
Obligations shall be deemed to include such refinanced Indebtedness.



“Prudential Term Notes” means all promissory notes issued under the terms of the Prudential
Agreement.



“Rate Management Transaction” means any transaction (including an agreement with respect
thereto) now existing or hereafter entered by the Borrower which is a rate swap, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions) or any combination thereof, whether linked to
one or more interest rates, foreign currencies, commodity prices, equity prices or other financial
measures.



“Rate Management Obligations” of a Person means any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), under
(i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions. For the purposes of
this Agreement, the amount of the obligation under any Rate Management Transaction shall be the
amount determined in respect thereof as of the end of the then most recently ended fiscal quarter
of such Person, based on the assumption that such Rate Management Transaction had terminated at the
end of such fiscal quarter, and in making such determination, if any agreement relating to such
Rate Management Transaction provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such
Person, then in each such case, the amount of such obligation shall be the net amount so
determined.



“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as
amended or supplemented from time to time.



“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as
amended or supplemented from time to time.



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



“Rental Expense” means with reference to any period, the aggregate amount of all payments for
rent or additional rent (including all payments for taxes and insurance made directly to the
lessor, but excluding payments for maintenance, repairs, alterations, construction, demolition and
the like) for which the Borrower or Subsidiaries are directly or indirectly liable (as lessee or as
guarantor or other surety) under all Operating Leases in effect at any time during such period.



“Reportable Event” means any of the events set forth in Section 4043(b) of ERISA or the
regulation thereunder, a withdrawal from a plan described in Section 4063 of ERISA, or a cessation
of operations described in Section 4062(e) of ERISA.



“Revolving Credit Commitment” means the aggregate Commitments of the Banks. The initial
amount of the Revolving Credit Commitment is $150,000,000.



“Revolving Credit Loans” has the meaning assigned to such term in Section 2.1.



“Rolling Stock” means new and used trucks, tractors, trailers, lifts and forklifts, together
with all attachments and accessions to any of the foregoing, owned by the Borrower and its
Subsidiaries and used or useable in the operation of their respective businesses.



“S&P” means Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies, Inc.,
and its successors.



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



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



“Secured Parties” means (i) the Administrative Agent, (ii) the Banks, (iii) the L/C Issuer,
(iv) all other Persons from time to time holding any of the Obligations or a participation therein,
including any Bank or any Affiliate of a Bank counterparty to a Rate Management Transaction or a
Treasury Management Agreement with the Borrower or any Subsidiary, (v) the holders of the
Prudential Term Notes, and (vi) all other Persons from time to time holding any of the Prudential
Obligations or a participation therein.



“Security Agreement” means the First Amended and Restated Security Agreement, in substantially
the form of Exhibit B hereto to be entered into by the Borrower and SMF in favor of the
Collateral Agent for the benefit of the Secured Parties.



“Shareholder” means any Person who owns, beneficially or of record, directly or indirectly, at
any time during any year with respect to which a computation is being made, either individually or
together with all persons to whom such Person is related by blood, adoption or marriage, 5% or more
of the outstanding Equity Interests of the Borrower which by the terms thereof have ordinary voting
power under ordinary circumstances to elect a majority of the board of directors of the Borrower.



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



“Solvent” means, with respect to any Person as of a particular date, that on such date
(a) such Person is able to pay its debts and other liabilities, contingent obligations and other
commitments as they mature in the ordinary course of business, (b) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay
as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a
business or a transaction, and is not about to engage in a business or a transaction, for which
such Person’s property would constitute unreasonably small capital after giving due consideration
to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the
fair value of the property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person and (e) the present fair
salable value of the assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and matured. In
computing the amount of contingent liabilities at any time, it is intended that such liabilities
will be computed at the amount which, in light of all the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual or matured
liability.



“Subsidiary” of a Person means any corporation, association, partnership or other business
entity of which more than 50% of the outstanding Equity Interests having by the terms thereof
ordinary voting power under ordinary circumstances to elect a majority of the board of directors or
Persons performing similar functions (or, if there are no such directors or Persons, having general
voting power) of such entity (irrespective of whether at the time Equity Interests of any other
class or classes of such entity shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned or controlled by such Person, by such
Person and one or more Subsidiaries of such Person or by one or more Subsidiaries of such Person.
Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary
of the Borrower.



“Swing Line Borrowing Notice” shall have the meaning set forth in Section 2.20.



“Swing Line Commitment” means the obligation of the Swing Line Lender to make Swing Line Loans
up to a maximum principal amount of $10,000,000 in the aggregate.



“Swing Line Lender” means BOKF.



“Swing Line Loan” means a Loan made by the Swing Line Lender to the Borrower pursuant to
Section 2.20.



“Tangible Assets” means the consolidated assets of the Borrower and its Subsidiaries
less, without duplication, (i) all intangible assets, including goodwill, licenses,
organizational expense, unamortized debt discount and expense carried as an asset, and any write-up
in the book value of assets, and (ii) all reserves for depreciation and other asset valuation
reserves (but excluding reserves for federal, state, and other income taxes), net of accumulated
amortization.



“Tangible Net Worth” means, without duplication, as of any calculation date, Net Worth
less (i) all intangible items, including goodwill, licenses, organizational expense,
unamortized debt discount and expense carried as an asset and any write-up in the book value of
assets, and (ii) all reserves for depreciation and other asset valuation reserves (but excluding
reserves for federal, state, and other income taxes), net of accumulated amortization.



“Termination Date” means September 30, 2016.



“Total Debt Service” means, as of any calculation date, the sum of (i) Interest Expense for
the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date,
plus (ii) the current maturities of long-term Consolidated Indebtedness (including
Capitalized Lease Obligations) of the Borrower and its Subsidiaries as of such calculation date,
plus (iii) any prepayments made on the Prudential Obligations during the period of four (4)
consecutive fiscal quarters most recently ended on or prior to such date (but excluding any such
prepayments which were made in connection with a refinancing permitted under Section 7.2(c)).



“Total Indebtedness” means, as of any calculation date, the Consolidated Indebtedness of the
Borrower and its Subsidiaries as of such date, plus six (6) times Rental Expense for the
period of four (4) consecutive fiscal quarters most recently ended on or prior to such date.



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



“Treasury Management Agreement” means any agreement governing the provision of treasury or
cash management services by any depository or financial institution to the Borrower or any of its
Subsidiaries, including deposit accounts, funds transfer, overdrafts, credit or debit cards,
purchasing cards, automated clearinghouse, zero balance accounts, returned check concentration,
controlled disbursement, lockbox, account reconciliation and reporting and trade finance services.



“UCC” means the Uniform Commercial Code as adopted and in effect in the State of Oklahoma or
any other relevant jurisdiction.



“Unfinanced Capital Expenditures” means, for any period of determination, all Capital
Expenditures of the Borrower and its Subsidiaries which are not funded with borrowed money.



“Unused Portion Fee” means the fee required by Section 2.9.



“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act) Act of
2001, as amended from time to time, and the rules and regulations promulgated hereunder from time
to time in effect.



“Used Rolling Stock” means, as of any determination date, any item of Rolling Stock which does
not qualify as New Rolling Stock.



“Vehicle Title Service Company” means VINtek, Inc. or any other Person designated by the
Collateral Agent from time to time to hold certificates of title on Rolling Stock.



“Wholly Owned Subsidiary” means, with respect to the Borrower, any Subsidiary (i) all of the
Equity Interests of which are, at the time as of which any determination is being made, owned by
the Borrower either directly or through one or more other Wholly Owned Subsidiaries, and (ii) which
has outstanding no options, warrants, rights or other securities entitling the holder thereof
(other than the Borrower or a Wholly Owned Subsidiary) to acquire any Equity Interests in such
Subsidiary.



1.2. Accounting Principles, Terms and Determinations. Unless otherwise specified herein, all
accounting terms used herein shall be interpreted, all determinations with respect to accounting
matters hereunder shall be made, and all financial data, statements and certificates and reports as
to financial matters required to be furnished hereunder (including financial ratios and other
financial calculations) shall be prepared, in accordance with GAAP applied on a basis consistent
with the most recent audited financial statements of the Borrower referred to in Section 4.2. If
at any time any Accounting Change (as defined below) would affect the computation of any financial
ratio or other financial calculation set forth in this Agreement, (i) such ratio or calculation
shall continue to be made in accordance with GAAP as in effect on January 1, 2008, and (ii) the
Borrower shall provide to the Administrative Agent and the Banks a reconciliation between such
ratio or calculation made before and after giving effect to such Accounting Change. For purposes
of this Section 1.2, an “Accounting Change” means (A) any change in accounting principles
required by GAAP and implemented by the Borrower, (B) any change in accounting principles
recommended by the Borrower’s independent accountants; and (C) any change in carrying value of the
Borrower’s or any of its Subsidiaries’ assets, liabilities or equity accounts resulting from any
adjustments that, in each case, were applicable to, but not included in, the audited financial
statements referred to in Section 4.2. Without limiting the foregoing, any changes to lease
accounting that requires the assets and liabilities arising under operating leases to be recognized
in any statement of financial position shall be excluded from such method of calculation for
purposes hereof. For purposes of determining compliance with the financial covenants contained in
this Agreement, including those set forth in Sections 6.1, 6.2 and 6.3, any election by the
Borrower to measure an item of Indebtedness using fair value (as permitted by Accounting Standards
Codification 825-10 or any similar accounting standard) shall be disregarded and such determination
shall be made as if such election had not been made.



1.3. Terms Defined in UCC. Except as otherwise defined herein, terms used herein that are defined
in Article 9 of the UCC are used herein with the same meanings.



1.4. Construction. The following rules of interpretation and construction shall apply, unless the
context otherwise requires: (a) all terms defined herein in the singular shall include the plural,
as the context requires, and vice versa; (b) the descriptive headings of the sections of this
Agreement are for convenience only and shall not be used in the construction of the content of this
Agreement; (c) references to sections when used in this Agreement refer to specific sections of
this Agreement; (d) the words “hereof,” “herein” and “hereunder” and words of similar import when
used in this Agreement refer to this Agreement as a whole and not to any particular provision of
this Agreement; (e) the term “or” is not exclusive; and (f) the term “including” (or any form
thereof) is not intended to be limiting or exclusive.



1.5. Determination of Borrowing Base. Within 15 days after the Administrative Agent’s receipt of
each Borrowing Base Report and other items to be delivered pursuant to Section 5.1.5 (but without
being bound by the calculations set forth therein), or as promptly thereafter as is practical, the
Administrative Agent shall determine the amount of the Borrowing Base. The Administrative Agent
may at any other time, and shall at any time upon the request of the Majority Banks, redetermine
the amount of the Borrowing Base in the event of changes in the items comprising the Borrowing
Base, including (i) changes in the Appraised Value of any Mortgaged Properties or the Net Orderly
Liquidation Value of Rolling Stock, (ii) Transfers of Rolling Stock, and (iii) changes in the
accounts constituting Eligible Accounts. Upon each determination of the Borrowing Base, the
Administrative Agent shall give notice to the Borrower and each of the Banks of the redetermined
amount of the Borrowing Base and the Available Borrowing Base then in effect.




	2.	 	LENDING COMMITMENT





2.1. Revolving Credit Loans. Each Bank agrees, on the terms and conditions hereinafter set forth,
to make its Pro Rata Share of Loans (each a “Revolving Credit Loan” and collectively, the
“Revolving Credit Loans”) to the Borrower from time to time during the period from the Effective
Date up to but not including the Termination Date, in an aggregate principal amount not to exceed
at any time such Bank’s Commitment; provided, however, that (i) after giving effect
to the making of any Revolving Credit Loan, the Aggregate Outstanding Credit Exposure shall not
exceed the lesser of (A) the Revolving Credit Commitment, or (B) the Available Borrowing Base in
effect on such date; and (ii) as to any Bank, the sum of its Pro Rata Share of the aggregate
outstanding amount of the Revolving Credit Loans, plus such Bank’s Pro Rata Share of the
outstanding amount of all L/C Obligations, plus such Bank’s Pro Rata Share of the
outstanding amount of all Swing Line Loans shall not exceed the lesser of (A) such Bank’s
Commitment or (B) such Bank’s Pro Rata Share of the Available Borrowing Base. Subject to the other
terms and conditions hereof, amounts borrowed under this Section 2.1 may be repaid and reborrowed
from time to time. Each Revolving Credit Loan which shall not utilize the Revolving Credit
Commitment in full shall be in an amount not less than One Million and No/100 Dollars
($1,000,000.00). Any request for a Revolving Credit Loan for a lesser amount shall be made as a
Swing Line Loan. Pursuant to the terms and conditions set forth herein, the Revolving Credit Loans
may be outstanding as Base Rate Loans or LIBOR Loans. Each type of Revolving Credit Loan shall be
made and maintained by each Bank at its Lending Office for such type of Loan. The failure of any
Bank to advance its Pro Rata Share of any requested Revolving Credit Loan to be made by it on the
date specified for such Loan shall not relieve any other Bank of its obligation (if any) to make
such Loan on such date, but no Bank shall be responsible for the failure of any other Bank to make
such Loans to be made by such other Bank.



2.2. Letters of Credit.



2.2.1. The L/C Issuer hereby agrees, on the terms and conditions set forth in this Agreement,
to issue stand-by and commercial letters of credit (each, a “Letter of Credit”) and to renew,
extend, increase, decrease or otherwise modify each Letter of Credit from time to time from and
including the Effective Date and prior to the Termination Date upon the request of Borrower;
provided that immediately after each such Letter of Credit is issued, renewed, extended, increased
or otherwise modified (i) the aggregate outstanding principal amount of all outstanding L/C
Obligations shall not exceed $100,000,000, and (ii) the Aggregate Outstanding Credit Exposure shall
not exceed the lesser of (A) the Revolving Credit Commitment, or (B) the Available Borrowing Base
in effect on such date. Each Letter of Credit shall have an expiry date not later than one year
from the date of issuance, subject to renewal terms allowing for annual extensions, provided that
in no event shall any Letter of Credit have a final expiry which is later than the thirtieth
Business Day prior to the Termination Date.



2.2.2. Subject to Section 2.2.1, the Borrower shall give the L/C Issuer notice at least one
(1) Business Day prior to the proposed date of issuance or modification of each Letter of Credit,
specifying the account party (which must be Borrower or a Subsidiary), the beneficiary, the
proposed date of issuance (or modification) and the expiry date of such Letter of Credit, and
describing the proposed terms of such Letter of Credit and the nature of the transactions proposed
to be supported thereby. The issuance or modification by the L/C Issuer of any Letter of Credit
shall, in addition to the conditions precedent set forth in Section 3 (the satisfaction of which
the L/C Issuer shall have no duty to ascertain), be subject to the conditions precedent that such
Letter of Credit shall be satisfactory to the L/C Issuer and that Borrower and the account party
(if other than Borrower) shall have executed and delivered such application agreement and/or such
other instruments and agreements relating to such Letter of Credit as the L/C Issuer shall have
reasonably requested (each, a “Letter of Credit Application Agreement”). In the event of any
conflict between the terms of this Agreement and the terms of any Letter of Credit Application
Agreement, the terms of this Agreement shall control.



2.2.3. Notwithstanding anything to the contrary contained herein or in any Letter of Credit
Application, the L/C Issuer shall not be under any obligation to issue any requested Letter of
Credit if:




(a) any order, judgment or decree of any governmental authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit,
or any legal requirement applicable to the L/C Issuer or any request or directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of
letters of credit generally or such Letter of Credit in particular or shall impose upon the
L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect
on the Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Effective Date and which the L/C Issuer in good
faith deems material to it;




(b) except as otherwise agreed by the L/C Issuer, such Letter of Credit is to be
denominated in a currency other than Dollars;




(c) a default of any Bank’s obligations to fund under Section 2.2.7 exists or any Bank
is at such time a Defaulting Bank hereunder, unless the L/C Issuer has entered into
satisfactory arrangements with the Borrower or such Bank to eliminate the L/C Issuer’s risk
with respect to such Bank; or




(d) the beneficiary of a Letter of Credit which is requested to be issued does not
accept the proposed Letter of Credit.



2.2.4. Upon the issuance of each Letter of Credit, the Borrower shall (i) pay a fee to the
Administrative Agent, for the pro-rata benefit of all Banks, equal to, as of any date of
determination thereof, the amount set forth on the Pricing Schedule, and (ii) pay to the L/C Issuer
for its own account an issuance fee equal to 0.125% of the face amount of such Letter of Credit.



2.2.5. In the event that the beneficiary of any Letter of Credit requested to be issued
hereunder will not accept a Letter of Credit issued by the L/C Issuer, the L/C Issuer will use
commercially reasonable efforts to arrange for another Bank to issue the requested Letter of
Credit. The Borrower shall pay any issuance or fronting fees charged by the issuing Bank, and the
Borrower acknowledges that such fees may be higher than the issuance fee provided for in Section
2.2.4.



2.2.6. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing
the amount thereof) and without any further action on the part of the L/C Issuer or the Bank, the
L/C Issuer hereby grants to each Bank, and each Bank hereby acquires from the L/C Issuer, a
participation in such Letter of Credit equal to such Bank’s Pro Rata Share of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Bank hereby absolutely and unconditionally agrees to pay to the L/C Issuer such
Bank’s Pro Rata Share of each payment made by the L/C Issuer upon any drawing and not reimbursed by
the Borrower on the Letter of Credit Payment Date as provided in Section 2.2.7, or of any
reimbursement payment required to be refunded to the Borrower for any reason. Each Bank
acknowledges and agrees that its obligation to acquire participations pursuant to this Section
2.2.6 in respect of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit
or the occurrence and continuance of any Default or reduction or termination of the Revolving
Credit Commitment, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.



2.2.7. Upon receipt from the beneficiary of any demand for payment under any Letter of Credit,
the L/C Issuer shall promptly notify the Borrower and the Administrative Agent as to the amount to
be paid by the L/C Issuer as a result of such demand and the proposed payment date (each a “Letter
of Credit Payment Date”). The Borrower and any other applicable account party shall be irrevocably
and unconditionally obligated to reimburse the L/C Issuer on or by the applicable Letter of Credit
Payment Date for any amounts to be paid by the L/C Issuer upon any drawing under any Letter of
Credit, without presentment, demand, protest or other formalities of any kind. All such amounts
paid by the L/C Issuer and remaining unpaid by the Borrower and any other applicable account party
shall bear interest, payable on demand, for each day until paid at a rate per annum equal to
(i) the applicable Adjusted Base Rate for such day if such day falls on or before the applicable
Letter of Credit Payment Date and (ii) the sum of 2% plus the Adjusted Base Rate applicable
for such day if such day falls after such Letter of Credit Payment Date.



2.2.8. If the Borrower fails to make such payment when due, the Administrative Agent shall
notify each Bank of such drawing, the payment amount then due from the Borrower in respect thereof
and such Bank’s Pro Rata Share thereof. Promptly following receipt of such notice, each Bank shall
pay to the Administrative Agent (for the account of the L/C Issuer) its Pro Rata Share of the
payment then due from the Borrower, in the same manner as provided in Section 2.1 with respect to
Revolving Credit Loans made by such Bank, and the amounts so paid to the Administrative Agent shall
be deemed Revolving Credit Loans for purposes of this Agreement.



2.2.9. If after the date hereof, any Change in Law shall impose, modify or deem applicable any
tax, reserve, special deposit or similar requirement against or with respect to or measured by
reference to Letters of Credit issued or to be issued hereunder, and the result shall be to
increase the cost to the L/C Issuer of issuing or maintaining any Letter of Credit, or reduce any
amount receivable hereunder by the L/C Issuer in respect of any Letter of Credit (which increase in
cost, or reduction in amount receivable, shall be the result of the L/C Issuer’s reasonable
allocation of the aggregate of such increases or reductions resulting from such event), then, upon
demand by the L/C Issuer, the Borrower agrees to pay to the L/C Issuer, from time to time as
specified by the L/C Issuer, such additional amounts as shall be sufficient to compensate the L/C
Issuer for such increased costs or reductions in amounts received by the L/C Issuer. A certificate
of the L/C Issuer submitted by the L/C Issuer to the Borrower shall be conclusive as to the amount
thereof in the absence of manifest error.



2.2.10. The obligations of Borrower and any other applicable account parties under this
Section 2.2 shall be absolute and unconditional under any and all circumstances and irrespective of
any setoff, counterclaim or defense to payment which Borrower or any of the foregoing account
parties may have or have had against the L/C Issuer or any beneficiary of a Letter of Credit. The
Borrower and the applicable account parties further agree with the L/C Issuer that the obligation
for reimbursement in respect of any Letter of Credit shall not be affected by the validity or
genuineness of documents or of any endorsements thereon, even if such documents should in fact
prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among
the Borrower and any other applicable account parties, or any of their Affiliates, the beneficiary
of any Letter of Credit or any financing institution or other party to whom any Letter of Credit
may be transferred or any claims or defenses whatsoever of the Borrower or any other applicable
account parties, or any of their Affiliates, against the beneficiary of any Letter of Credit or any
such transferee. The responsibility of the L/C Issuer to the Borrower shall be only to determine
that the documents (including each demand for payment) delivered under each Letter of Credit in
connection with such presentment shall be in conformity in all material respects with such Letter
of Credit. The L/C Issuer shall not be liable for 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. The Borrower and any other applicable account parties agree that any
action taken or omitted by the L/C Issuer under or in connection with each Letter of Credit and the
related drafts and documents, if done in good faith and without gross negligence or willful
misconduct, shall be binding upon them and shall not put the L/C Issuer under any liability to any
of them.



2.2.11. The L/C Issuer shall be entitled to rely, and shall be fully protected in relying
upon, any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other
document believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons, and upon advice and statements of legal counsel, independent accountants
and other experts selected by the L/C Issuer.



2.2.12. The Borrower hereby agrees to indemnify and hold harmless the L/C Issuer, and its
respective directors, officers and employees from and against any and all claims and damages,
losses, liabilities, costs or expenses which the L/C Issuer may incur (or which may be claimed
against the L/C Issuer by any Person whatsoever) by reason of or in connection with the execution
and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual
or proposed use of any Letter of Credit, including, without limitation, any claims, damages,
losses, liabilities, costs or expenses which the L/C Issuer may incur by reason of or on account of
the L/C Issuer issuing any Letter of Credit which specifies that the term “beneficiary” included
therein includes any successor by operation of law of the named beneficiary, but which Letter of
Credit does not require that any drawing by any such successor beneficiary be accompanied by a copy
of a legal document, satisfactory to the L/C Issuer, evidencing the appointment of such successor
beneficiary; provided that Borrower shall not be required to indemnify the L/C Issuer for any
claims, damages, losses, liabilities, costs or expenses (x) to the extent, but only to the extent,
caused by (i) the willful misconduct or gross negligence of the L/C Issuer in determining whether a
request presented under any Letter of Credit complied with the terms of such Letter of Credit or
(ii) the L/C Issuer’s failure to pay under any Letter of Credit after the presentation to it of a
request strictly complying with the terms and conditions of such Letter of Credit or (y) which are
the subject of or are incurred in connection with any litigation or proceeding with respect to
which (i) the Borrower or any other applicable account parties, or their Affiliates, on the one
hand, and (ii) the L/C Issuer, on the other hand, are directly opposing parties and with respect to
which a final, non-appealable judgment has been rendered in favor of the Borrower or such other
applicable account party or their Affiliates by a court of competent jurisdiction. Nothing in this
Section 2.2.12 is intended to limit the obligations of Borrower under any other provision of this
Agreement. The provisions of this Section 2.2.12 shall survive termination of this Agreement.



2.2.13. The L/C Issuer may be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative
Agent shall notify the Banks of any such replacement of the L/C Issuer. At the time any such
replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account
of the replaced L/C Issuer pursuant to Section 2.2.4. From and after the effective date of any
such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of the L/C
Issuer under this Agreement with respect to Letters of Credit to be issued thereafter and (ii)
references herein to the term “L/C Issuer” shall be deemed to refer to such successor or to any
previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall
require. After the replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall remain a
party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this
Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not
be required to issue additional Letters of Credit.



2.3. Reduction of Revolving Credit Commitment. The Borrower shall have the right, upon at least
three (3) Business Days’ notice to the Administrative Agent, to terminate in whole or reduce in
part the unused portion of the Revolving Credit Commitment, provided that each partial reduction
shall be in the amount of at least One Million and No/100 Dollars ($1,000,000.00), and provided
further that no reduction shall be permitted if, after giving effect thereto, and to any prepayment
made therewith, the aggregate outstanding and unpaid principal amount of the Revolving Credit
Loans, Swing Line Loans and Letters of Credit shall exceed the Revolving Credit Commitment. Any
reduction in part of the unused portion of the Banks’ Commitments shall be made in the proportion
that each Bank’s Commitment bears to the Revolving Credit Commitment. The Revolving Credit
Commitment, once so reduced or terminated, may not be reinstated.



2.4. Notice and Manner of Borrowing. The Borrower shall give the Administrative Agent notice of any
Revolving Credit Loans under this Agreement prior to 12:00 noon on the day of each Base Rate Loan,
and at least three (3) Business Days before each LIBOR Loan, specifying: (1) the date of such Loan;
(2) the amount of such Loan; (3) the type of Loan; and (4) in the case of a LIBOR Loan, the
duration of the Interest Period applicable thereto, which notice shall be in form and content as
set forth on Exhibit C hereto (a “Borrowing Notice”). The Administrative Agent shall
promptly notify each Bank of its receipt of a Borrowing Notice. Not later than 1:00 p.m. on the
date of such Revolving Credit Loan, each Bank will make available to the Administrative Agent at
the Administrative Agent’s Principal Office in immediately available funds, such Bank’s Pro Rata
Share of such Revolving Credit Loan. After the Administrative Agent’s receipt of such funds, not
later than 1:00 p.m. on the date of such Revolving Credit Loan and upon fulfillment of the
applicable conditions set forth in Section 3, the Administrative Agent will make such Revolving
Credit Loan available to the Borrower in immediately available funds by crediting the amount
thereof to the following account with the Administrative Agent: Account styled Saia, Inc. Operating
Account, No. 209908769. All times shall be based on Central Time. All Borrowing Notices shall be
irrevocable and shall be given not later than 12:00 noon on the day which is not less than the
number of Business Days specified above for such Borrowing Notice.



2.5. Non-Receipt of Funds by Administrative Agent.



2.5.1. Unless the Administrative Agent shall have received notice from a Bank prior to the
date on which such Bank is to provide funds to the Administrative Agent for a Revolving Credit Loan
to be made by such Bank that such Bank will not make available to the Administrative Agent such
funds, the Administrative Agent may assume that such Bank has made such funds available to the
Administrative Agent on the date of such Revolving Credit Loan in accordance with Section 2.4 and
the Administrative Agent in its sole discretion may, but shall not be obligated to, in reliance
upon such assumption, make available to the Borrower on such date a corresponding amount. If and to
the extent such Bank shall not have so made such funds available to the Administrative Agent, such
Bank agrees to repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made available to the
Borrower by the Administrative Agent until the date such amount is repaid to the Administrative
Agent, at the Federal Funds Rate for the first three days and thereafter at the interest rate then
applicable to the Revolving Credit Loans. If such Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Credit Loan for
purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the
Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative
Agent with interest thereon, for each day from the date such amount is made available to the
Borrower until the date such amount is repaid to the Administrative Agent, at the rate of interest
applicable at the time to such proposed Revolving Credit Loan.



2.5.2. Unless the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Banks hereunder that the Borrower will not make such
payment in full, the Administrative Agent may assume that the Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent in its sole discretion
may, but shall not be obligated to, in reliance upon such assumption, cause to be distributed to
each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent
the Borrower shall not have so made such payment in full to the Administrative Agent, each Bank
shall repay to the Administrative Agent forthwith on demand such amount distributed to such Bank
together with interest thereon, for each day from the date such amount is distributed to such Bank
until the date such Bank repays such amount to the Administrative Agent, at the Federal Funds Rate
for the first three days and thereafter at the interest rate then applicable to the Revolving
Credit Loans.



2.6. Conversions and Renewals. The Borrower may elect from time to time to convert all or a part of
one type of Revolving Credit Loan into another type of Revolving Credit Loan or to renew all or
part of a Revolving Credit Loan by giving the Administrative Agent written notice by submitting to
the Administrative Agent an Interest Rate Election Notice, in form and content as set forth on
Exhibit D hereto, at least one (1) Business Day before conversion into a Base Rate Loan, at
least three (3) Business Days before conversion into or renewal of a LIBOR Loan, specifying:
(1) the renewal or conversion date; (2) the amount of the Revolving Credit Loan to be converted or
renewed; (3) in the case of conversions, the type of Loan to be converted into; and (4) in the case
of renewals of or a conversion into LIBOR Loans, the duration of the Interest Period applicable
thereto, including one-month, two-month, three-month or four-month durations; provided that (a) the
minimum principal amount of each Revolving Credit Loan outstanding after a renewal or conversion
shall be Two Hundred Thousand and No/100 Dollars ($200,000.00) in the case of Base Rate Loans, and
One Million and No/100 Dollars ($1,000,000.00) in the case of LIBOR Loans; and (b) LIBOR Loans may
be converted only on the last day of the Interest Period for such Loan. The Administrative Agent
shall promptly notify each Bank of each such notice. All conversions and renewals shall be made in
accordance with each Bank’s Pro Rata Share of the amount to be converted or renewed. All notices
given under this Section 2.6 shall be irrevocable and shall be given not later than 10:00 a.m.
(Central time) on the day which is not less than the number of Business Days specified above for
such notice. If the Borrower shall fail to give the Administrative Agent the notice as specified
above for the renewal or conversion of a LIBOR Loan prior to the end of the Interest Period with
respect thereto, such LIBOR Loan shall automatically be converted into a Base Rate Loan on the last
day of the Interest Period for such Loan. Notwithstanding anything provided in this Section 2.6 or
in Section 2.4, the Borrower shall have no more than six (6) LIBOR Loans outstanding at any one
time.



2.7. Settlement. It is agreed that each Bank’s funded portion of the Revolving Credit Loans is
intended by the Banks to be equal at all times to such Bank’s Pro Rata Share of the outstanding
Revolving Credit Loans. Notwithstanding such agreement, the Administrative Agent, and the other
Banks agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that
in order to facilitate the administration of this Agreement and the other Loan Documents,
settlement among them as to the Revolving Credit Loans shall take place on a periodic basis in
accordance with the following provisions:



2.7.1. The Administrative Agent shall request settlement (“Settlement”) with the Banks on a
weekly basis, or on a more frequent basis if so determined by the Administrative Agent, (1) with
respect to each outstanding Revolving Credit Loan, and (2) with respect to collections received, in
each case, by notifying the Banks of such requested Settlement by telecopy, telephone, or other
similar form of transmission, of such requested Settlement, no later than 10:00 a.m. (Tulsa,
Oklahoma time) on the date of such requested Settlement (the “Settlement Date”). Each Bank shall
make the amount of such Bank’s Pro Rata Share of the outstanding principal amount of the Revolving
Credit Loan with respect to which Settlement is requested available to the Administrative Agent in
same day funds to such account of the Administrative Agent as the Administrative Agent may
designate, not later than 3:00 p.m. (Tulsa, Oklahoma time), on the Settlement Date applicable
thereto, regardless of whether the applicable conditions precedent set forth in Section 3 have then
been satisfied. Such amounts made available to the Administrative Agent shall be applied against
the amount of the applicable Revolving Credit Loan and, together with the portion of such Revolving
Credit Loan representing Bank’s Pro Rata Share thereof, shall constitute Revolving Credit Loans of
such Banks. If any such amount is not made available to the Administrative Agent by any Bank on the
Settlement Date applicable thereto, the Administrative Agent shall be entitled to recover such
amount on demand from such Bank together with interest thereon at the Federal Funds Rate for the
first three (3) days from and after such demand and thereafter at the Interest Rate then applicable
to the Revolving Credit Loans.



2.7.2. Notwithstanding the foregoing, not more than one (1) Business Day after demand is made
by the Administrative Agent, each other Bank shall irrevocably and unconditionally purchase and
receive from the Administrative Agent, without recourse or warranty, an undivided interest and
participation in such Revolving Credit Loan to the extent of such Bank’s Pro Rata Share thereof by
paying to the Administrative Agent, in same day funds, an amount equal to such Bank’s Pro Rata
Share of such Revolving Credit Loan. If such amount is not in fact made available to the
Administrative Agent by any Bank, the Administrative Agent shall be entitled to recover such amount
on demand from such Bank together with interest thereon at the Federal Funds Rate for the first
three (3) days from and after such demand and thereafter at the Interest Rate then applicable to
the Revolving Credit Loans.



2.7.3. From and after the date, if any, on which any Bank purchases an undivided interest and
participation in any Revolving Credit Loan pursuant to Section 2.7.2 above, the Administrative
Agent shall, subject to reimbursement to the Administrative Agent for any amounts due from such
Bank, promptly distribute to such Bank at such address as such Bank may request in writing, such
Bank’s Pro Rata Share of all payments of principal and interest received by the Administrative
Agent in respect of such Revolving Credit Loan.



2.7.4. The Administrative Agent shall record on its books the principal amount of the
Revolving Credit Loans owing to each Bank. In addition, each Bank is authorized, at such Bank’s
option, to note the date and amount of each payment or prepayment of principal of such Bank’s
Revolving Credit Loans in its books and records, including computer records, such books and records
constituting rebuttably presumptive evidence, absent manifest error, of the accuracy of the
information contained therein.



2.7.5. All Revolving Credit Loans shall be made by the Banks simultaneously and in accordance
with their Pro Rata Shares. It is understood that (a) no Bank shall be responsible beyond such
Bank’s Commitment set forth in Section 2.1 hereof for any failure by any other Bank to perform its
obligation to make any Revolving Credit Loans hereunder, (b) no failure by any Banks to perform its
obligation to make any Revolving Credit Loan hereunder shall excuse any other Bank from its
obligation to make any Revolving Credit Loans hereunder, and (c) the obligations of each Bank
hereunder shall be several, not joint and several.



	 	 	 	 	 	 	 
	2.8.	 	Interest.	 	 
	 	 	 	2.8.1.	 	 	The Loans shall bear interest as follows:








(a) The outstanding principal amount of the Base Rate Loans shall bear interest on each
day at the Adjusted Base Rate for that day. Any change in the Adjusted Base Rate resulting
from a change in the Base Rate shall be effective as of the opening of business on the day
on which such change in the Base Rate becomes effective.




(b) The outstanding principal amount of each LIBOR Loan shall bear interest for the
applicable Interest Period at the Adjusted LIBOR Rate applicable to such Interest Period.




(c) The outstanding principal amount of each Swing Line Loan shall bear interest on
each day at the Adjusted Base Rate for that day.



2.8.2. Interest on each Loan shall be calculated on the basis of a year consisting of 360 days
and for the actual number of days elapsed.



2.8.3. Interest on the Loans shall be paid in arrears in immediately available funds to the
Administrative Agent at its Principal Office for the account of the applicable Lending Office of
each Bank as follows:




(a) For each Base Rate Loan, on the first (1st) day of each month commencing
the first such date after such Loan is made and continuing until the earlier of (i) the date
such Base Rate Loan is paid in full or (ii) the Termination Date.




(b) For each LIBOR Loan, on the earlier of the last day of the Interest Period with
respect to such LIBOR Loan and, if the applicable Interest Period begins in one calendar
quarter and ends in a subsequent calendar quarter, on the first day of each calendar quarter
during such Interest Period.




(c) For each Swing Line Loan, on the first (1st) day of each month
commencing the first such date after such Swing Line Loan is made and continuing until the
earlier of (i) the date such Swing Line Loan is paid in full or (ii) the Termination Date.



2.8.4. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee
or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2%
plus the rate otherwise applicable to such Loan, or (ii) in the case of any other amount,
2% plus the Adjusted Base Rate.



2.9. Unused Portion Fee. The Borrower agrees to pay to the Administrative Agent for the account of
the Banks an Unused Portion Fee on the average daily unused portion of the Revolving Credit
Commitment from the Effective Date until the Termination Date at the rate determined in accordance
with the Pricing Schedule. The Unused Portion Fee shall be payable in arrears on the first
(1st) day of each quarter during the term of this Agreement and on the Termination Date.
Upon receipt of any Unused Portion Fees, the Administrative Agent will promptly thereafter cause to
be distributed such payments to the Banks in accordance with each Bank’s Pro Rata Share of such
payments.



2.10. Notes. The Revolving Credit Loans made by the Banks under this Agreement shall be evidenced
by the Notes. Each Bank is hereby authorized by the Borrower to endorse on the schedule attached
to the Note held by it the amount and type of each Revolving Credit Loan and each renewal,
conversion, and payment of principal amount received by such Bank for the account of its applicable
Lending Office on account of its Revolving Credit Loans, which endorsement shall, in the absence of
manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by
such Bank; provided, however, that the failure to make such notation with respect to any Revolving
Credit Loan or renewal, conversion, or payment shall not limit or otherwise affect the obligations
of the Borrower under this Agreement or the Note held by such Bank.



	 	 	 	 	 	 	 
	2.11.	 	Required Payments.
	
 
	 	 	2.11.1.	 	 	All Revolving Credit Loans shall be repaid in full on the Termination Date.






2.11.2. Upon each redetermination by the Administrative Agent pursuant to Section 1.5 of the
amount of the Available Borrowing Base then in effect, if the Aggregate Outstanding Credit Exposure
exceeds the Available Borrowing Base (as so determined by the Administrative Agent), then within
ten Business Days after receipt of notice from the Administrative Agent of the redetermined amount
of the Available Borrowing Base, the Borrower shall prepay Revolving Credit Loans (or, if
necessary, cash collateralize the outstanding Letters of Credit) in an aggregate amount equal to
such excess. To the extent any required prepayment would be applied to outstanding LIBOR Loans and
no Default or Matured Default has occurred and is continuing, such portion, including interest
thereon through the end of the then-current Interest Period applicable thereto, shall be deposited
in a deposit account with the Administrative Agent, such account to be under the sole dominion and
control of the Administrative Agent and not subject to withdrawal by the Borrower, and withdrawn
for application to such LIBOR Loans at the end of the then-current Interest Periods applicable
thereto (or earlier, upon and at any time after the occurrence and continuance of a Matured
Default). The Administrative Agent shall not pay any interest to the Borrower on any amounts held
in such account.



2.11.3. Upon any reduction of the Revolving Credit Commitment pursuant to Section 2.3.1 or
2.3.2, the Borrower will be required to prepay Revolving Credit Loans (or, if necessary, cash
collateralize outstanding Letters of Credit) to the extent the Aggregate Outstanding Credit
Exposure exceeds the reduced amount of the Revolving Credit Commitment.



2.12. Optional Prepayments. The Borrower may, upon at least one Business Day’s prior notice to the
Administrative Agent in the case of Base Rate Loans and at least three Business Days’ prior notice
to the Administrative Agent in the case of LIBOR Loans, pay the Loans, without premium or penalty,
in whole or in part with accrued interest to the date of such payment on the amount paid, provided
that LIBOR Loans may be paid, without premium or penalty, only on the last day of the Interest
Period for such Loans. Upon receipt of any such payments, the Administrative Agent will promptly
thereafter cause to be distributed such payment to each Bank for the account of its applicable
Lending Office its Pro Rata Share of such payment.



2.13. Method of Payment. The Borrower shall make each payment under this Agreement and under the
Notes not later than 3:00 p.m. (Central time) on the date when due in lawful money of the United
States to the Administrative Agent at its Principal Office for the account of the applicable
Lending Office of each Bank in immediately available funds. The Administrative Agent will promptly
thereafter cause to be distributed (1) such payments of principal and interest in like funds to
each Bank for the account of its applicable Lending Office based upon its Pro Rata Share thereof
and (2) other fees payable to any Bank to be applied in accordance with the terms of this
Agreement. The Borrower hereby authorizes the Administrative Agent and each Bank, if and to the
extent payment is not made when due under this Agreement or under the Notes, to charge from time to
time against any account of the Borrower with such Bank any amount as due. Whenever any payment to
be made under this Agreement or under the Notes shall be stated to be due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day, and such extension of
time shall be included in the computation of the payment of interest and the commitment fee, as the
case may be, except, in the case of a LIBOR Loan, if the result of such extension would be to
extend such payment into another calendar month, such payment shall be made on the immediately
preceding Business Day.



2.14. Use of Proceeds. The proceeds of the Loans hereunder shall be used by the Borrower for
general corporate purposes including financing Permitted Acquisitions, working capital, drawings
under Letters of Credit, and Capital Expenditures. All Loans outstanding under the Existing Credit
Agreement as of the Effective Date shall be continued as Loans made hereunder. The Borrower will
not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or
carrying any margin stock within the meaning of Regulation U or to extend credit to any Persons for
the purpose of purchasing or carrying any such margin stock, or for any purpose which violates, or
is inconsistent with, Regulation U.



2.15. Illegality. Notwithstanding any other provision in this Agreement, if any Bank determines
that any Change in Law shall make it unlawful or impossible for such Bank (or its Lending Office)
to maintain or fund its LIBOR Loans, then upon 30 days’ notice to the Borrower (with a copy to the
Administrative Agent) by such Bank the outstanding principal amount of all LIBOR Loans, together
with interest accrued thereon, and any other amounts payable to each Bank under this Agreement
shall be repaid (a) immediately upon demand of such Bank if such change or compliance with such
request, in the judgment of such Bank, requires immediate repayment, or (b) at the expiration of
the last Interest Period to expire before the effective date of any such change or request.



2.16. Disaster. Notwithstanding anything to the contrary herein, if the Administrative Agent
determines (which determination shall be conclusive) that quotations of interest rates for the
relevant deposits referred to in the definition of LIBOR Rate, are not being provided in the
relevant amounts or for the relative maturities for purposes of determining the rate of interest on
a LIBOR Loan as provided in this Agreement, or if the Majority Banks determine (which determination
shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR
Rate, upon the basis of which the rate of interest for any such type of Loan is to be determined do
not accurately cover the cost to the Banks of making or maintaining such type of Loans, then the
Administrative Agent shall forthwith give notice thereof to the Borrower, whereupon (a) the
obligation of the Banks to make LIBOR Loans, shall be suspended until the Administrative Agent
notifies the Borrower that the circumstances giving rise to such suspension no longer exist, and
(b) the Borrower shall repay in full the then outstanding principal amount of each LIBOR Loan,
together with accrued interest thereon, on the last day of the then current Interest Period
applicable to such Loan.



2.17. Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a Bank
(with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for
the account of the applicable Bank such amounts as any Bank may determine to be necessary to
compensate such Bank for any costs incurred by such Bank which such Bank determines are
attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any
such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement
or its Note in respect of any such Loans or such obligation (such increases in costs and reductions
in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law
after the Effective Date which: (1) changes the basis of taxation of any amounts payable to such
Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on
the overall net income of such Bank or of its Lending Office for any of such Loans by the
jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or
modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any
extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank
(including any of such Loans or any deposits referred to in the definition of LIBOR Rate); or
(3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of
credit or liabilities). Such Bank will notify the Borrower (with a copy to the Administrative
Agent) of any event occurring after the Effective Date which will entitle such Bank to compensation
pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and
determines to request such compensation. Determinations by any Bank for purposes of this
Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on
amounts receivable by it in respect of Loans, and of the additional amounts required to compensate
any such Bank in respect of any Additional Costs, shall be conclusive, provided that such
determinations are made on a reasonable basis. The provisions of this Section 2.17 shall survive
termination of this Agreement.



2.18. Risk-Based Capital. In the event that any Bank determines that (1) any Change in Law or
(2) compliance by such Bank or any corporation controlling such Bank with any guideline or request
from any central bank or other governmental authority (whether or not having the force of law) has
the effect of requiring an increase in the amount of capital required or expected to be maintained
by such Bank or any corporation controlling such Bank, and such Bank determines that such increase
is based upon its obligations hereunder, and other similar obligations, the Borrower shall pay to
the Administrative Agent, for the account of the applicable Bank, such additional amount as shall
be certified by the Bank to be the amount allocable to such Bank’s obligations to the Borrower
hereunder. Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any
event occurring after the Effective Date that will entitle such Bank to compensation pursuant to
this Section 2.18 as promptly as practicable after it obtains knowledge thereof and determines to
request such compensation. Determinations by any Bank for purposes of this Section 2.18 of the
effect of any increase in the amount of capital required to be maintained by such Bank and of the
amount allocable to such Bank’s obligations to the Borrower hereunder shall be conclusive, provided
that such determinations are made on a reasonable basis. The provisions of this Section 2.18 shall
survive termination of this Agreement.



2.19. Funding Loss Indemnification. Upon notice to the Borrower from a Bank (with a copy to the
Administrative Agent) the Borrower shall pay to the Administrative Agent for the account of the
applicable Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of such
Bank) to compensate it for any loss, cost, or expense incurred as a result of (a) any payment of a
LIBOR Loan on a date other than the last day of the Interest Period for such Loan, including
payment upon acceleration of the Loans by the Administrative Agent pursuant to Section 8.1, any
prepayment of a LIBOR Loan under Sections 2.15 or 2.16, or the replacement of any Bank pursuant to
Section 10.4; or (b) any failure by the Borrower to borrow or convert, as the case may be, a LIBOR
Loan on the date for borrowing or conversion, as the case may be, specified in the relevant notice
under Section 2.6. The provisions of this Section 2.19 shall survive termination of this
Agreement.



2.20. Swing Line Loans.



2.20.1. Upon the satisfaction of the conditions precedent set forth in Section 3.2 and, if
such Swing Line Loan is to be made on the date of the initial Advance hereunder, the satisfaction
of the conditions precedent set forth in Section 3.1 as well, the Swing Line Lender agrees, on the
terms and conditions set forth in this Agreement, to make Swing Line Loans to the Borrower from
time to time during the period from and including the Effective Date up to but not including the
Termination Date in an aggregate principal amount not to exceed the Swing Line Commitment, provided
that immediately following the making of any Swing Line Loan, the Aggregate Outstanding Credit
Exposure shall not exceed the lesser of (A) the Revolving Credit Commitment, or (B) the Available
Borrowing Base in effect on such date. Subject to the terms of this Agreement, the Borrower may
borrow, repay and reborrow Swing Line Loans at any time prior to the Termination Date.



2.20.2. The Borrower shall deliver to the Administrative Agent and the Swing Line Lender
irrevocable notice (a “Swing Line Borrowing Notice”) not later than noon (Tulsa time) on the
requested date of disbursement, which shall be a Business Day (“Borrowing Date”) of each Swing Line
Loan, specifying (i) the applicable Borrowing Date, and (ii) the aggregate amount of the requested
Swing Line Loan which shall be an amount not less than $100,000.



2.20.3. Promptly after receipt of a Swing Line Borrowing Notice, the Swing Line Lender shall
make available the Swing Line Loan, in funds immediately available to the Borrower on the Borrowing
Date.



2.20.4. Each Swing Line Loan shall be paid in full by the Borrower on demand. In addition, the
Swing Line Lender may at any time in its sole discretion with respect to any outstanding Swing Line
Loan, require each Bank (including the Swing Line Lender) to make a Revolving Credit Loan in the
amount of such Bank’s Pro Rata Share of such Swing Line Loan for the purpose of repaying such Swing
Line Loan. Not later than noon (Tulsa time) on the date of any notice received pursuant to this
Section 2.20.4, each Bank shall make available its required Revolving Credit Loan, in funds
immediately available in Tulsa to the Administrative Agent at its address specified, pursuant to
Section 2.4. Revolving Credit Loans made pursuant to this Section 2.20.4 shall initially be Base
Rate Loans and thereafter may be continued as Base Rate Loans or converted into LIBOR Loans in the
manner provided in Section 2.6 and subject to the other conditions and limitations set forth in
this Section 2. Unless a Bank shall have notified the Swing Line Lender, prior to its making any
Swing Line Loan, that any applicable condition precedent set forth in Sections 3.1 or 3.2 had not
then been satisfied, such Bank’s obligation to make Revolving Credit Loans pursuant to this
Section 2.20.4 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and
absolute and shall not be affected by any circumstances, including, without limitation, (a) any
set-off, counterclaim, recoupment, defense or other right which such Bank may have against the
Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance
of a Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or
(d) any other circumstances, happening or event whatsoever. In the event that any Bank fails to
make payment to the Administrative Agent of any amount due under this Section 2.20.4, the
Administrative Agent shall be entitled to receive, retain and apply against such obligation the
principal and interest otherwise payable to such Bank hereunder until the Administrative Agent
receives such payment from such Bank or such obligation is otherwise fully satisfied. In addition
to the foregoing, if for any reason any Bank fails to make payment to the Administrative Agent of
any amount due under this Section 2.20.4, such Bank shall be deemed, at the option of the
Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender,
without recourse or warranty, an undivided interest and participation in the applicable Swing Line
Loan in the amount of such Revolving Credit Loan, and such interest and participation may be
recovered from such Bank together with interest thereon at the Federal Funds Rate for each day
during the period commencing on the date of demand and ending on the date such amount is received.
On the Termination Date, the Borrower shall repay in full the outstanding principal balance of the
Swing Line Loans.



2.21. Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any
Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Bank
is a Defaulting Bank:



2.21.1. The Unused Portion Fee shall cease to accrue on the unfunded portion of the Revolving
Credit Commitment of such Defaulting Bank pursuant to Section 2.9.



2.21.2. The Revolving Credit Commitment and Outstanding Credit Exposure of such Defaulting
Bank shall not be included in determining whether all Banks or the Majority Banks have taken or may
take any action hereunder (including any consent to any amendment or waiver pursuant to Section
11.1), provided that any waiver, amendment or modification requiring the consent of all Banks or
each affected Bank which affects such Defaulting Bank differently than any other affected Bank
shall require the consent of such Defaulting Bank.



2.21.3. If any Swing Line Loans or L/C Obligations exist or are outstanding at the time a Bank
becomes a Defaulting Bank, then:




(a) all or any part of such Defaulting Bank’s share of participations in such Swing
Line Loans and L/C Obligations shall be reallocated among the non-Defaulting Banks in
accordance with their respective Pro Rata Shares, but only to the extent (x) the sum of all
non-Defaulting Bank’s Revolving Credit Exposures plus such Defaulting Bank’s share of
participations in such Swing Line Loans and L/C Obligations does not exceed the total of all
non-Defaulting Banks’ Commitments and (y) the conditions set forth in Section 3.2 are
satisfied at such time;




(b) if the reallocation described in clause (a) above cannot be effected or can only
partially be effected, the Borrower shall within one Business Day following notice by the
Administrative Agent (x) first, prepay such Swing Line Loans and (y) second, cash
collateralize such Defaulting Bank’s share of outstanding L/C Obligations (after giving
effect to any partial reallocation pursuant to clause (a) above) for so long as such L/C
Obligations are outstanding;




(c) if the Borrower cash collateralizes any portion of such Defaulting Bank’s share of
outstanding L/C Obligations pursuant to this Section 2.21.3, the Borrower shall not be
required to pay any fees with respect to such Defaulting Bank pursuant to Section 2.2.4
during the period such Defaulting Bank’s share of outstanding L/C Obligations is cash
collateralized;




(d) if the share of the outstanding L/C Obligations of the non-Defaulting Bank is
reallocated pursuant to this Section 2.21.3, then the fees payable to the Banks pursuant to
Section 2.2.4 and Section 2.9 shall be adjusted in accordance with such non-Defaulting
Banks’ Pro Rata Shares; and




(e) if any Defaulting Bank’s share of the outstanding L/C Obligations is neither cash
collateralized nor reallocated pursuant to this Section 2.21.3, then, without prejudice to
any rights or remedies of the L/C Issuer, any Bank or the Borrower hereunder, all Unused
Portion Fee that otherwise would have been payable to such Defaulting Bank (solely with
respect to the portion of such Defaulting Bank’s Revolving Commitment that was utilized by
such outstanding L/C Obligations) and letter of credit fees payable under Section 2.2.4 with
respect to such Defaulting Bank shall be payable to the Issuing Bank until such share is
cash collateralized and/or reallocated.



2.21.4. So long as any Bank is a Defaulting Bank, the Swing Line Lender shall not be required
to fund any Swing Line Loan and the L/C Issuer shall not be required to issue, amend or increase
any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the
Revolving Credit Commitments of the non-Defaulting Banks and/or cash collateral will be provided by
the Borrower in accordance with Section 2.21.3), and participating interests in any such newly
issued or increased Letter of Credit or newly made Swing Line Loan shall be allocated among
non-Defaulting Banks in a manner consistent with Section 2.21.3 (and the Defaulting Bank shall not
participate therein).



2.21.5. If any Defaulting Bank shall fail to make any payment required to be made by it
pursuant to this Agreement, then the Administrative Agent may, in its discretion and
notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the
Administrative Agent for the account of such Defaulting Bank to satisfy such Defaulting Bank’s
funding obligations hereunder until all such unsatisfied obligations are fully paid, and/or (ii)
hold any such amounts in a segregated account as cash collateral for, and application to, any
future funding obligations of such Defaulting Bank.



In the event that the Administrative Agent, the Borrower, the L/C Bank and the Swing Line Lender
each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be
a Defaulting Bank, then the participations of the Banks in all outstanding Swing Line Loans and L/C
Obligations shall be readjusted to reflect the inclusion of such Bank’s Revolving Credit Commitment
and on such date such Bank shall purchase at par such of the Revolving Credit Loans of the other
Banks (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in
order for such Bank to hold such Revolving Credit Loans in accordance with its Pro Rata Share.



2.22. Accordion.



2.22.1. Subject to the terms and conditions of this Section 2.22, and provided no Default or
Matured Default exists, the Borrower shall have the right from time to time on or before the
Termination Date (but in no event more than two (2) times during the term of this Agreement), upon
not less than 30 days’ prior written notice to the Administrative Agent (such written notice being
herein referred to as a “Revolving Credit Increase Notice”), to increase on the date specified in
the Revolving Credit Increase Notice (the “Revolving Credit Increase Date”), the amount of the
Revolving Credit Commitment by the amount specified in the Revolving Credit Increase Notice (the
“Revolving Credit Increase Amount”) which shall be a minimum of $10,000,000; provided,
however, that in no event shall the amount of the Revolving Credit Loans and the aggregate
Revolving Credit Commitment be increased to an amount greater than $190,000,000, and further
provided, however, that no such Revolving Credit Increase Amount shall be permitted
under this Agreement if a Default or Matured Default shall exist on the date the Administrative
Agent receives the Revolving Credit Increase Notice or on the Revolving Credit Increase Date.



2.22.2. The Administrative Agent shall promptly notify the Banks of any Revolving Credit
Increase Notice from the Borrower, and within 10 Business Days after receipt of such Revolving
Credit Increase Notice, each of the Banks shall notify the Borrower and the Administrative Agent of
its determination whether to participate in the requested increase in the Revolving Credit
Commitment. If one or more of the Banks elects not to increase its Commitment (or to increase its
Commitment by an amount less than its Pro Rata of the Revolving Credit Increase Amount), the
Borrower may request that the other Banks increase their Commitments by the amount of the shortfall
or seek to obtain Commitments from other financial institutions to become additional Banks under
this Agreement (subject to the consent of the Administrative Agent, but without the consent of any
other Banks). The Borrower shall notify the Administrative Agent of any financial institution that
shall have agreed to become an additional Bank party to this Agreement (a “New Bank”) in connection
with a Revolving Credit Increase Notice and the amount of its proposed Commitment, and the
Administrative Agent shall then have a period of five Business Days in which to consent or withhold
consent to the admission of the proposed New Bank. If the Borrower is unable within 30 days after
delivering any Revolving Credit Increase Notice to obtain approval from the Banks to increase their
Commitments and/or to secure Commitments from New Banks for the full amount of the Revolving Credit
Increase Amount, the Revolving Credit Increase Notice shall become effective only to the extent of
the increased or new Commitments actually obtained; provided that no increase in the Revolving
Credit Commitment shall become effective unless the Borrower is able to obtain approval from one or
more Banks to increase their Commitments and/or to secure Commitments from New Banks for an
aggregate increase in the Revolving Credit Commitment of at least $5,000,000. Nothing contained
herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Bank to
increase its Commitment at any time, and no Bank shall be obligated to agree to any increase in its
Commitment.



2.22.3. Any increase in the Revolving Credit Commitment shall be subject to the satisfaction
of the following conditions precedent at or as of the Revolving Credit Increase Date: (i) no
Default or Matured Default shall have occurred and then be continuing; (ii) all representations and
warranties contained in this Agreement shall be true and correct in all material respects as though
made on such date; (iii) each Bank that shall have agreed to provide an increase in its Commitment
shall have confirmed such increase to the Borrower and the Administrative Agent in writing; (iv)
each New Bank shall have executed and delivered such documents as the Administrative Agent shall
have reasonably required in order for it to subscribe to the terms and conditions of this Agreement
and the other Loan Documents and agree to be bound by the terms and provisions hereof and thereof
or as the Administrative Agent shall have reasonably requested in connection with such increase;
(v) each New Bank shall have executed and delivered a supplement to the Prudential Intercreditor
Agreement and such other documents as may be reasonably required in order for it to subscribe to
the terms and conditions of the Prudential Intercreditor Agreement; (vi) counsel for the Borrower
shall have provided to the Administrative Agent a supplemental opinion in form and substance
reasonably satisfactory to the Administrative Agent; (vii) the outstanding Loans shall have been
reallocated ratably among the Banks (including new Banks) after giving effect to such increase; and
(viii) all legal matters incident to such increase and the admission of any New Banks under this
Agreement shall be satisfactory to the Administrative Agent and its counsel. The Borrower agrees
to compensate each Bank, to the extent required by Section 2.19, for any losses or expenses
incurred by such Bank in connection with the reallocation of any outstanding Revolving Credit
Loans. The Borrower shall execute and deliver (i) to each Bank that shall have agreed to provide an
increase in its Commitment, a substitute Note payable to the order of such Bank in the principal
amount of its increased Commitment, and (ii) to each New Bank, a new Note payable to the order of
each New Bank in the principal amount of its Commitment. No increase in the aggregate Revolving
Credit Commitment shall become effective unless and until each of the foregoing conditions
precedent has been satisfied.




	3.	 	CONDITIONS PRECEDENT





3.1. Conditions Precedent to Effective Date. The obligations of the Banks to make Loans (including
Swing Line Loans) and of the L/C Issuer to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied (or waived in
accordance with Section 11.1):



3.1.1. The Administrative Agent shall have received from the Borrower and each Bank party
hereto (such Banks to constitute at least the Majority Banks) either (i) a counterpart of this
Agreement signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy or electronic transmission of a signed signature
page of this Agreement) that such party has signed a counterpart of this Agreement.



3.1.2. The Administrative Agent shall have received originals or copies satisfactory to the
Administrative Agent (which may include telecopy or electronic transmission of signed signature
pages, with originals to follow by next day delivery service) of (i) a Note issued by the Borrower
pursuant to Section 2.11 payable to the order of each Bank that has requested a promissory note,
(ii) the Security Agreement, duly executed by the Borrower and SMF, (iii) the Guaranty, duly
executed by SMF, and (iv) and all other Loan Documents required to be executed and delivered as of
the Effective Date pursuant to this Agreement.



3.1.3. The Administrative Agent shall have received a Borrowing Notice with respect to the
Loans, if any, to be made on the Effective Date.



3.1.4. The Administrative Agent shall have received (i) copies of the articles or certificate
of incorporation or organization of the Borrower and each of its Subsidiaries, together with all
amendments, certified by the appropriate governmental officer in its jurisdiction of incorporation
or organization (or, as applicable, a certification by the Secretary or Assistant Secretary of the
Borrower and each of its Subsidiaries that no changes have been made to its articles or certificate
of incorporation or organization since the date copies of the same were furnished to the
Administrative Agent pursuant to the Existing Credit Agreement), (ii) a certificate of good
standing for the Borrower and each of its Subsidiaries, certified by the appropriate governmental
officer in its jurisdiction of incorporation or organization, (iii) copies, certified by the
Secretary or Assistant Secretary of the Borrower and SMF, of its bylaws, operating agreement or
other internal governance documents, together with all amendments thereto (or, as applicable, a
certification by the Secretary or Assistant Secretary of the Borrower and SMF that no changes have
been made to its bylaws, operating agreement or other internal governance documents since the date
copies of the same were furnished to the Administrative Agent pursuant to the Existing Credit
Agreement), and (iv) copies, certified by the Secretary or Assistant Secretary of the Borrower and
SMF, of the resolutions or actions of its Board of Directors or other governing body authorizing
the execution of the Loan Documents to which it is a party.



3.1.5. The Administrative Agent shall have received an incumbency certificate, executed by a
Secretary or Assistant Secretary of the Borrower and SMF, which shall identify by name and title
and bear the signatures of the Authorized Officers of the Borrower and SMF authorized to sign the
Loan Documents to which it is a party and, in the case of the Borrower, the Authorized Officers of
the Borrower authorized to submit borrowing requests and Interest Rate Election Notices, upon which
certificate the Administrative Agent shall be entitled to rely until informed of any change in
writing by an Authorized Officer.



3.1.6. The Administrative Agent shall have received a certificate, dated the Effective Date
and signed by an Authorized Officer of the Borrower, confirming compliance with the conditions set
forth in Sections 3.2.1 and 3.2.2.



3.1.7. The Administrative Agent shall have received a certificate from an Authorized Officer
of the Borrower dated as of the Effective Date addressed to the Administrative Agent and each Bank
certifying that, as of such date, the Borrower and each of its Subsidiaries is Solvent (assuming
with respect to each Guarantor, that the fraudulent transfer savings language contained in the
Guaranty applicable to such Guarantor will be given full effect).



3.1.8. The Administrative Agent shall have received a favorable written opinion (addressed to
the Administrative Agent and the Banks and dated the Effective Date) of Bryan Cave LLP, counsel to
the Borrower and the Existing Subsidiaries, covering the matters set forth in Schedule
3.1.8 and such other matters as the Administrative Agent or the Majority Banks shall reasonably
request. The Borrower hereby requests such counsel to deliver such opinion.



3.1.9. The Administrative Agent shall have received a copy of, or a certificate as to coverage
under, the insurance policies required by Section 5.5 and the applicable provisions of the
Collateral Documents, each of which shall be endorsed or otherwise amended to include a customary
lender’s loss payable endorsement and name the Collateral Agent as an additional insured
thereunder.



3.1.10. The Borrower shall have paid to the Administrative Agent, for the account of each
Bank, an upfront fee in an amount equal to (i) 0.45% (45 basis points) of such Bank’s Commitment,
if such Bank’s Commitment is $32,000,000 or higher, or (ii) 0.35% (35 basis points) of such Bank’s
Commitment, if such Bank’s Commitment is less than $32,000,000.



3.1.11. The Administrative Agent shall have received payment of all other fees and other
amounts due and payable on or prior to the Effective Date, including the fees set forth in the
separate fee letter between the Administrative Agent and the Borrower and, to the extent invoiced,
reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the
Borrower hereunder.



3.1.12. The Administrative Agent shall have received evidence satisfactory to the
Administrative Agent that a Second Amendment to the Prudential Agreement has been executed and
delivered by the parties thereto, and the terms and provisions of such Second Amendment shall be
acceptable to the Administrative Agent.



3.1.13. A First Amendment to the Prudential Intercreditor Agreement shall have been executed
and delivered by the parties thereto and shall be in full force and effect.



3.1.14. The Collateral Agent shall have received the Security Agreement, duly executed by the
Borrower and SMF.



3.1.15. The Collateral Agent shall have received all appropriate evidence required by the
Collateral Agent in the reasonable exercise of its sole discretion necessary to determine that,
subject to compliance with Sections 5.12 and 5.13, arrangements have been made for the Collateral
Agent for the benefit of Secured Parties to have an Acceptable Security Interest in the Personal
Property Collateral, including the delivery to the Collateral Agent of (i) such financing
statements (or amendments) under the UCC for filing in such jurisdictions as the Collateral Agent
may require, (ii) any other documents, agreements or instruments necessary to create an Acceptable
Security Interest in the Personal Property Collateral described therein, (iii) such certificates,
powers executed in blank, and other documents, agreements or instruments necessary to create and
perfect an Acceptable Security Interest in all Equity Interests, including Equity Interests in
Subsidiaries of the Borrower, included in the Personal Property Collateral, (iv) lien, tax and
judgment searches conducted on the Borrower and its Subsidiaries reflecting no Liens other than
Excepted Liens against any of the Personal Property Collateral as to which perfection of a Lien is
accomplished by the filing of a financing statement, and (v) lien releases with respect to any
Personal Property Collateral currently subject to a Lien (other than Excepted Liens).



3.1.16. The Administrative Agent shall have received such other documents and certificates as
the Administrative Agent or its counsel may reasonably request relating to any legal matters
relating to the Borrower and each of its Subsidiaries, this Agreement or the other Loan Documents,
all in form and substance satisfactory to the Administrative Agent and its counsel.



The Administrative Agent shall notify the Borrower and the Banks when each of the foregoing
conditions required to be completed to the satisfaction of the Administrative Agent and/or the
Collateral Agent has been satisfied (or waived pursuant to Section 11.1).



3.2. Conditions Precedent to All Credit Extensions. The obligation of each Bank to make any Loan
and of the L/C Issuer to issue, renew, extend, increase or otherwise modify any Letter of Credit
shall be subject to the further conditions precedent that on and as of the date such Loan is to be
made or such Letter of Credit is to be issued, renewed, extended, increased or otherwise modified:



3.2.1. The representations and warranties of the Borrower contained in Section 4 of this
Agreement and all other Loan Documents to which it is a party and of each Guarantor in the Guaranty
and all other Loan Documents to which it is a party shall be true and correct on and as though made
on and as of such date and will remain true and correct after giving effect to the making of such
Loan or the issuance, renewal, extension, increase or other modification of such Letter of Credit.



3.2.2. No Default or Matured Default shall have occurred and be continuing or would result
from the making of such Loan or the issuance, renewal, extension, increase or other modification of
such Letter of Credit.



3.2.3. The Administrative Agent shall have received such other approvals, opinions, or
documents as any Bank through the Administrative Agent may have reasonably requested.



Each request by the Borrower for a Loan or the issuance, renewal, extension, increase or other
modification a Letter of Credit shall constitute a representation and warranty by the Borrower that
the statements in Sections 3.2.1 and 3.2.2 are true and correct.




	4.	 	REPRESENTATIONS AND WARRANTIES





The Borrower represents, covenants and warrants as follows (all references to “Subsidiary” and
"Subsidiaries” in this Section 4 shall be deemed omitted if the Borrower has no Subsidiaries at the
time the representations herein are made and repeated):



4.1. Organization. The Borrower is a corporation duly organized and validly existing in good
standing under the laws of the State of Delaware; each Subsidiary is duly organized and validly
existing in good standing under the laws of the jurisdiction in which it is organized; and the
Borrower has and each Subsidiary has the power to own its respective Property and to carry on its
respective business as now being conducted. As of the date hereof, the only Subsidiaries of the
Borrower are the Existing Subsidiaries.



4.2. Authorization; Enforceability. The execution, delivery and performance of this Agreement and
the other Loan Documents to which the Borrower or any of its Subsidiaries is a party are within the
corporate or limited liability company power and authority of the Borrower and each of its
Subsidiaries (as applicable) and have been duly authorized by all necessary corporate action by or
on behalf of the Borrower and each of such Subsidiaries. This Agreement and each of the other Loan
Documents to which the Borrower or any of its Subsidiaries is a party has been duly executed and
delivered by the Borrower and each of such Subsidiaries and constitute their legal, valid and
binding obligations, enforceable against each of them in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.



4.3. No Contravention. The execution, delivery and performance of this Agreement and the other
Loan Documents do not and will not (a) contravene the terms of the articles or certificate of
incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries,
(b) violate any applicable statute, law, rule or regulation or any order, injunction, writ,
judgment or decree of any court or governmental agency or authority or any arbitral award to which
the Borrower or any of its Subsidiaries is bound or to which any of their respective Properties is
subject, (c) violate or result in a default under any indenture, agreement or other instrument
binding upon the Borrower or any of its Subsidiaries or any of their respective Properties, or give
rise to a right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries, and (d) result in the creation or imposition of any Lien on any Property of the
Borrower or any of its Subsidiaries (other than in favor of the Collateral Agent).



4.4. Financial Statements. The Borrower has furnished to the Administrative Agent the following
financial statements, certified by a principal financial officer of the Borrower: (i) a
consolidated balance sheet of the Borrower and its Subsidiaries as of December 31 in each of the
two fiscal years of the Borrower most recently completed prior to the date as of which this
representation is made or repeated (other than fiscal years completed within 90 days prior to such
date for which audited financial statements have not been released) and consolidated statements of
income, cash flows and a consolidated statement of shareholders’ equity of the Borrower and its
Subsidiaries for each such year, all reported on by KPMG LLP or another nationally recognized
public accounting firm; and (ii) a consolidated balance sheet of the Borrower and its Subsidiaries
as of the end of the quarterly period (if any) most recently completed prior to such date and after
the end of such fiscal year (other than quarterly periods completed within 45 days prior to such
date for which financial statements have not been released) and the comparable quarterly period in
the preceding fiscal year and consolidated statements of income, cash flows and a consolidated
statement of shareholders’ equity for the periods from the beginning of the fiscal years in which
such quarterly periods are included to the end of such quarterly periods, prepared by the Borrower.
All of the financial statements delivered to the Administrative Agent pursuant to this Section 4.4
(including any related schedules and/or notes) are true and correct in all material respects
(subject, as to interim statements, to changes resulting from audits and year-end adjustments),
have been prepared in accordance with GAAP consistently followed throughout the periods involved
and show all liabilities, direct and contingent, of the Borrower and its Subsidiaries required to
be shown in accordance with such principles. The balance sheets fairly present the condition of the
Borrower and its Subsidiaries as of the dates thereof, and the statements of income, cash flows and
stockholders’ equity fairly present the results of the operations of the Borrower and its
Subsidiaries and their cash flows for the periods indicated. There has been no material adverse
change in the business, property or assets, condition (financial or otherwise) operations or
prospects of the Borrower and its Subsidiaries taken as a whole since the end of the most recent
fiscal year for which audited financial statements have been furnished.



4.5. Actions Pending. Except for litigation matters specifically disclosed in the filings made by
the Borrower with the SEC, there is no action, suit, investigation or proceeding pending or, to the
knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, or any
properties or rights of the Borrower or any of its Subsidiaries, by or before any court, arbitrator
or administrative or governmental body which, taking into account and giving effect to any
applicable insurance coverage, would reasonably be expected to result in any material adverse
change in the business, property or assets, condition (financial or otherwise) or operations of the
Borrower and its Subsidiaries taken as a whole. There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower, or any of
its Subsidiaries which purports to affect the validity or enforceability of this Agreement or any
Note.



4.6. Compliance With Laws. The Borrower and its Subsidiaries are in compliance with the
requirements of all statutes, laws, ordinances and governmental rules or regulations to which each
of them is subject, including Environmental and Safety Laws, and all orders, writs, injunctions and
decrees applicable to them or their Properties, except in such instances in which (a) such
requirement of statute, law, ordinance, rule or regulation or order, writ, injunction or decree is
being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to
comply therewith could not reasonably be expected to have any material adverse effect on the
business, property or assets, condition (financial or otherwise) or operations of the Borrower and
its Subsidiaries taken as a whole.



4.7. Outstanding Indebtedness. Neither the Borrower nor any of its Subsidiaries has outstanding
any Indebtedness except as permitted by Section 7.2. There exists no default under the provisions
of any instrument evidencing such Indebtedness or of any agreement relating thereto.



4.8. Title to Properties. SMF has good and marketable title to each of the Mortgaged Properties,
and the Borrower and its Subsidiaries have good and marketable title to or valid leasehold
interests in each of their other respective real Properties. The Borrower and each of its
Subsidiaries have good title to all of their other respective Properties, including the Personal
Property Collateral reflected in the most recent audited balance sheet referred to in Section 4.4
(other than Properties disposed of in the ordinary course of business). None of the foregoing
Properties is subject to (a) any Lien of any kind other than Excepted Liens and Liens permitted by
Section 7.1 or (b) any interests which could materially adversely affect the intended use of such
Properties. All leases necessary in any material respect for the conduct of the respective
businesses of the Borrower and its Subsidiaries are valid and subsisting and are in full force and
effect. SCS does not own any Properties other than any common law rights in its corporate name.



4.9. Taxes. The Borrower has and each of its Subsidiaries (i) has filed all federal income tax
returns which are required to be filed, (ii) to the best knowledge of the Authorized Officers of
the Borrower and its Subsidiaries, has filed all state and other income tax returns which are
required to be filed, and (iii) has paid all taxes as shown on such returns and on all assessments
received by it to the extent that such taxes have become due, except such taxes as are being
contested in good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP.



4.10. Burdensome Restrictions. Neither the Borrower nor any of its Subsidiaries is a party to any
contract or agreement or subject to any charter or other corporate restriction which materially and
adversely affects its business, property or assets, condition (financial or otherwise) or
operations. Except as set forth in the Prudential Agreement, neither the Borrower nor any of its
Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument
evidencing Indebtedness of the Borrower or such Subsidiary, any agreement relating thereto or any
other contract or agreement (including its charter) which limits the amount of, or otherwise
imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced
by the Notes.



4.11. Use of Proceeds.



4.11.1. None of the proceeds of the Loans will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of purchasing or carrying any “margin stock” as
defined in Regulation U or for the purpose of maintaining, reducing or retiring any Indebtedness
which was originally incurred to purchase or carry any stock that is then currently a margin stock.
Neither the Borrower nor any agent acting on its behalf has taken or will take any action which
might cause this Agreement or the Notes to violate Regulation U or any other regulation of the
Board of Governors of the Federal Reserve System or to violate the Securities Exchange Act of 1934,
in each case as in effect now or as the same may hereafter be in effect.



4.11.2. None of the proceeds of any Loan will be used to finance any offer to purchase, or any
purchase of, Equity Interests in any other Person, or securities convertible into or representing
the beneficial ownership of, or rights to acquire, any such Equity Interests, if such Equity
Interests, securities or rights are of a class which is publicly traded on any securities exchange
or in any over-the-counter market, other than purchases of such Equity Interests, securities or
rights (other than margin stock) representing less than 5% of the Equity Interests or beneficial
ownership of such Person for portfolio investment purposes, if such offer or purchase has not been
duly approved by the Equity Interest holders or the board of directors or equivalent governing body
of such other Person prior to the date on which the Borrower requests that the Banks advance funds
under such Loan.



4.11.3. The Borrower’s use of the proceeds of the Loans will not 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.



4.11.4. None of the proceeds of any Loan will be used, directly or indirectly, for any
payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain,
retain or direct business or obtain any improper advantage, in violation of the United States
Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to
the Borrower.



4.12. ERISA. The Borrower and each Commonly Controlled Entity have satisfied the minimum funding
standard (as defined in section 302 of ERISA and section 412 of the Code), with respect to each
Plan (other than a Multiemployer Plan), and no waiver of such minimum funding standard has been
sought or granted. No liability to the PBGC has been or is expected by the Borrower or any Commonly
Controlled Entity to be incurred with respect to any Plan (other than a Multiemployer Plan) by the
Borrower or any Commonly Controlled Entity which is or would be materially adverse to the business,
property or assets, condition (financial or otherwise) or operations of the Borrower and its
Subsidiaries taken as a whole. The funding target attainment percentage (as defined in section
303(d) of ERISA and section 430(d) of the Code) for each Plan (other than a Multiemployer Plan) is
not less than 80 percent. Neither the Borrower nor any Commonly Controlled Entity has incurred or
currently expects to incur any withdrawal liability under Title IV of ERISA with respect to any
Multiemployer Plan which is or would be materially adverse to the business, property or assets,
condition (financial or otherwise) or operations of the Borrower and its Subsidiaries taken as a
whole. The execution and delivery of this Agreement and the issuance of the Notes will be exempt
from or will not involve any transaction which is subject to the prohibitions of section 406 of
ERISA and will not involve any transaction in connection with which a penalty could be imposed
under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code.



4.13. Governmental Consent. Neither the nature of the Borrower or of any Subsidiary, nor any of
their respective businesses or properties, nor any relationship between the Borrower or any
Subsidiary and any other Person, nor any circumstance in connection with the delivery of this
Agreement or any other Loan Documents is such as to require any authorization, consent, approval,
exemption or any action by or notice to or filing with any court or administrative or governmental
or regulatory body in connection with the execution and delivery of this Agreement or other Loan
Documents or fulfillment of or compliance with the terms and provisions hereof or thereof, except
for filings with governmental bodies required in order to perfect the Collateral Agent’s Liens on
the Collateral.



4.14. Environmental Compliance. The Borrower and its Subsidiaries and all of their respective
Properties and facilities have complied at all times and in all respects with all federal, state,
local and regional statutes, laws, ordinances and judicial or administrative orders, judgments,
rulings and regulations relating to protection of the environment except, in any such case, where
failure to comply would not be reasonably expected to result in a material adverse effect on the
business, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries
taken as a whole.



4.15. Investment Company Status. Neither the Borrower nor any Subsidiary is an “investment company”
or a company “controlled” by an “investment company” within the meaning of the Investment Company
Act of 1940, as amended, or an “investment adviser” within the meaning of the Investment Advisers
Act of 1940, as amended.



4.16. Disclosure. Neither this Agreement nor any other document, certificate or statement furnished
to the Banks by or on behalf of the Borrower in connection herewith contains any untrue statement
of a material fact or omits to state a material fact necessary in order to make the statements
contained herein and therein not misleading. There is no fact peculiar to the Borrower or any of
its Subsidiaries which materially adversely affects or in the future may (so far as the Borrower
can now reasonably foresee) materially adversely affect the business, property or assets, condition
(financial or otherwise) or operations of the Borrower or any of its Subsidiaries taken as a whole
and which has not been set forth in this Agreement.



4.17. Interstate Commerce Act. Neither the Borrower nor any Subsidiary is a “rail carrier” or a
person controlled by or affiliated with a “rail carrier” within the meaning of Title 49, U.S.C.,
and the Borrower is not a “carrier” to which 49 U.S.C. Section 11301(b)(1) is applicable.



4.18. Solvency. Each of the Borrower and SMF (assuming with respect to SMF, that the fraudulent
transfer savings language contained in the Guaranty applicable to SMF will be given full effect,
and assuming with respect to the Borrower that the Prudential Note Guaranties and the Guaranty are
disregarded as obligations of SMF) is, and after the making of each Loan hereunder will be,
Solvent.



4.19. Security Interests.



4.19.1. The Security Agreement is effective to create and continue in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security
interest in the Collateral (as defined in such Security Agreement) and, when financing statements
in appropriate form are filed in the applicable UCC filing offices, the Security Agreement will
constitute a fully perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such portion of the Personal Property Collateral in which a security
interest may be perfected by the filing of a financing statement under the UCC, in each case prior
and superior in right to any other Person, other than Excepted Liens.



4.19.2. Each Mortgage with respect to a related Mortgaged Property is or will be effective to
create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a legal,
valid and enforceable Lien on such Mortgaged Property and, assuming appropriate filings or
registrations have been or are made with the county clerk or recorder of the county in which such
Mortgaged Property is located, such Mortgage will constitute a fully perfected Lien on all right,
title and interest of the Borrower in such Mortgaged Property, prior and superior in right to any
other Person, other than Excepted Liens.



4.20. Insurance. The properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Borrower or any Subsidiary, in such
amounts, after giving effect to any self-insurance compatible with the following standards, with
such deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Borrower or any Subsidiary
operates. The insurance coverage of the Borrowers and its Subsidiaries as in effect on the
Effective Date is outlined as to carrier, policy number, expiration date, type, amount and
deductibles on Schedule 4.20.



4.21. Foreign Assets Control Regulations, Etc. Neither the Borrower nor any of its Subsidiaries
(a) is a Person described or designated in the “Specially Designated Nationals and Blocked Persons
List” of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (b)
engages in any dealings or transactions with any such Person. The Company and its Subsidiaries are
in compliance, in all material respects, with the USA Patriot Act.




	5.	 	AFFIRMATIVE COVENANTS





So long as the Loans or any amount under any Loan Document shall remain unpaid, any Bank shall
have any Commitment, or there shall exist any Outstanding Credit Exposure, the Borrower covenants
as follows:



5.1. Financial Statements; Notice of Defaults. The Borrower will deliver to the Administrative
Agent:



5.1.1. as soon as practicable and in any event within 45 days after the end of each quarterly
period (other than the last quarterly period) in each fiscal year (or, if earlier, such date as the
Borrower is required to file a Quarterly Report on Form 10-Q with the SEC), consolidating and
consolidated statements of income, cash flows and shareholders’ equity of the Borrower and its
Subsidiaries for the period from the beginning of the current fiscal year to the end of such
quarterly period, and a consolidating and a consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such quarterly period, setting forth in each case in comparative form
figures for the corresponding period in the preceding fiscal year, all in reasonable detail and
certified by an Authorized Officer of the Borrower, subject to changes resulting from year-end
adjustments; provided, however, that delivery pursuant to Section 5.1.6 below of
copies of the Quarterly Report on Form 10-Q of the Borrower for such quarterly period filed with
the SEC shall be deemed to satisfy the requirements of this Section 5.1.1 with respect to
consolidated financial statements so long as such statements contained in such Quarterly Report on
Form 10-Q are prepared in accordance with then current SEC and GAAP standards;



5.1.2. as soon as practicable and in any event within 90 days after the end of each fiscal
year (or, if earlier, such date as the Borrower is required to file an Annual Report on Form 10-K
with the SEC), consolidating and consolidated statements of income, cash flows and shareholders’
equity of the Borrower and its Subsidiaries for such year, and a consolidating and consolidated
balance sheet of the Borrower and its Subsidiaries as of the end of such year, setting forth in
each case in comparative form corresponding consolidated figures from the preceding annual audit,
all in reasonable detail and satisfactory in form to the Majority Banks and (i) as to the
consolidated statements, all reported on by independent public accountants of recognized national
standing selected by the Borrower (whose report shall be without a “going concern” or like
qualification or exception and without any qualification or any exception as to the scope of such
audit and otherwise satisfactory in substance to the Majority Banks) to the effect that such
financial statements present fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, and (ii) as to the consolidating statements, certified by an
Authorized Officer of the Borrower; provided, however, that delivery pursuant to Section 5.1.6
below of copies of the Annual Report on Form 10-K of the Borrower for such fiscal year filed with
the SEC shall be deemed to satisfy the requirements of this Section 5.1.2 with respect to
consolidated financial statements so long as such statements contained in such Annual Report on
Form 10-K are prepared in accordance with then current SEC and GAAP standards and do not contain a
“going concern” or like qualification or exception;



5.1.3. together with each delivery of financial statements required by Sections 5.1.1 and
5.1.2 above, an Officer’s Certificate demonstrating (with computations in reasonable detail)
compliance by the Borrower and its Subsidiaries with the provisions of Sections 6.1, 6.2 and 6.3
hereof and stating that there exists no Default or Matured Default, or, if any Default or Matured
Default exists, specifying the nature and period of existence thereof and what action the Borrower
proposes to take with respect thereto;



5.1.4. together with each delivery of financial statements required by Section 5.1.2 above, a
certificate of such accountants stating that, in making the audit necessary for their report on
such financial statements, they have obtained no knowledge of any Default or Matured Default, or,
if they have obtained knowledge of any Default or Matured Default, specifying the nature and period
of existence thereof. Such accountants, however, shall not be liable to anyone by reason of their
failure to obtain knowledge of any Default or Matured Default which would not be disclosed in the
course of an audit conducted in accordance with generally accepted auditing standards;



5.1.5. within 45 days after the end of each quarterly period (other than the last quarterly
period) in each fiscal year, commencing with respect to the fiscal quarter ending September 30,
2011, a Borrowing Base Report, an accounts aging report, and an updated list of all Rolling Stock,
each prepared as of the last day of the applicable quarter and in form reasonably acceptable to the
Administrative Agent, and with respect to the last quarterly period in each fiscal year, within 45
days after the end of such quarterly period, a preliminary accounts aging report (which the Banks
acknowledge will be subject to year-end audit adjustments) and within 90 days after the end of such
quarterly period, a Borrowing Base Report, an accounts aging report, and an updated list of all
Rolling Stock, each prepared as of the last day of the applicable quarter and in form reasonably
acceptable to the Administrative Agent;



5.1.6. promptly upon transmission thereof, copies of all such financial statements, proxy
statements, notices and reports as it shall send to its public stockholders and copies of all
registration statements (without exhibits) and all reports which it files with the SEC;



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



5.1.8. immediately after any Authorized Officer obtains knowledge of a Default or Matured
Default, an Officer’s Certificate specifying the nature and period of existence thereof and what
action the Borrower proposes to take with respect thereto;



5.1.9. no later than February 15 of each year, a copy of the annual operating budget of
Borrower and its Subsidiaries for such year; and



5.1.10. with reasonable promptness, such other information respecting the condition or
operations, financial or otherwise, of the Borrower or any of its Subsidiaries as the
Administrative Agent or any Bank may reasonably request.



5.2. Inspection of Property; Collateral Due Diligence.



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



5.2.2. The Borrower will permit the Administrative Agent to obtain an appraisal of each
Mortgaged Property within 60 days following the Effective Date. Each appraisal shall be prepared
by an MAI real estate appraiser selected by the Administrative Agent, shall be conducted in
accordance with all applicable requirements imposed pursuant to title XI of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 (FIRREA)), and shall be satisfactory in
form and substance to the Administrative Agent in the reasonable exercise of its sole discretion.
Updated appraisals of each Mortgaged Property may be requested by the Administrative Agent at any
time in the Administrative Agent’s reasonable exercise of its sole discretion. The Borrower will
pay all reasonable costs and expenses actually incurred by the Administrative Agent in connection
with each appraisal of each Mortgaged Property; provided, however, that prior to
the occurrence of any Default or Matured Default, the Borrower shall not be required to pay the
costs of more than one appraisal per year for each Mortgaged Property.



5.2.3. The Borrower will permit the Administrative Agent, through its authorized agents and
representatives (who need not be employees of the Administrative Agent), to conduct periodic field
audits of the Borrower and its Subsidiaries and to review its operations, books and records, credit
policies, charge-off policies, collection procedures, methodology for eligibility calculations, and
other matters relating to the value and maintenance of the Eligible Accounts and the Borrower’s
financial reporting. Field audits will be conducted annually. Additional field audits may be
conducted at any time in the Administrative Agent’s reasonable exercise of its sole discretion.
The Borrower will pay all reasonable costs and expenses actually incurred by the Administrative
Agent in connection with each field audit; provided, however, that prior to the
occurrence of any Default or Matured Default, the Borrower shall not be required to pay the costs
of more than one field audit per year.



5.2.4. The Borrower will permit the Administrative Agent to order and obtain desktop
appraisals of the Borrower’s Rolling Stock (meaning appraisals of limited scope whereby the
appraiser estimates the value of the Rolling Stock from his or her desk based on a current listing
supplied to him or her, but without conducting a physical inspection of the Rolling Stock). Each
desk-top appraisal shall be conducted by a qualified appraiser selected by the Administrative Agent
and shall set forth the appraiser’s estimate of the Net Orderly Liquidation Value of the Borrower’s
Rolling Stock. Desktop appraisals will be obtained annually. Additional desktop appraisals may be
conducted at any time in the Administrative Agent’s reasonable exercise of its sole discretion.
The Borrower will pay all reasonable costs and expenses actually incurred by the Administrative
Agent in connection with each desktop appraisal; provided, however, that prior to the occurrence of
any Default or Matured Default, the Borrower shall not be required to pay the costs of more than
one desktop appraisal per year.



5.3. Covenant to Secure Obligations Equally. If the Borrower or any Subsidiary shall create or
assume any Lien upon any of its Properties, whether now owned or hereafter acquired, other than (i)
with respect to Indebtedness permitted under Section 7.2, Liens affecting assets of a Person
acquired by the Borrower or one of its Subsidiaries (which Liens must be released and the debt
secured thereby extinguished within forty-five (45) days following the consummation of the
Acquisition), (ii) Liens permitted by the provisions of Section 7.1, and (iii) Liens created or
assumed with the prior written consent of the Collateral Agent and the Majority Banks, the Borrower
shall make or cause to be made effective provision whereby the Obligations and the Prudential
Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness
thereby secured so long as any such other Indebtedness shall be so secured.



5.4. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply
with all statutes, laws, ordinances or governmental rules or regulations to which each of them is
subject, including, without limitation, Environmental and Safety Laws, and will obtain and maintain
in effect all licenses, certificates, permits, franchises and other governmental authorizations
necessary to the ownership of their respective properties or to the conduct of their respective
businesses, in each case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or maintain in effect such
licenses, certificates, permits, franchises and other governmental authorizations would not
reasonably be expected, individually or in the aggregate, to have a material adverse effect on the
business, condition (financial or otherwise), operations or prospects of the Borrower and its
Subsidiaries taken as a whole.



5.5. Insurance.



5.5.1. The Borrower will, and will cause each of its Subsidiaries to, maintain with
financially sound and reputable insurance companies not Affiliates of the Borrower or any of its
Subsidiaries, (i) insurance with respect to its Properties and business against such casualties and
contingencies, of such types, on such terms and in such amounts as is customarily carried by
companies engaged in similar businesses and owning similar properties in localities where the
Borrower or any Subsidiary operates and (ii) such other insurance as may be required by the Loan
Documents or applicable law.



5.5.2. The Borrower will, and will cause each of its Subsidiaries to, cause all such policies
covering any Collateral to be endorsed or otherwise amended to include a customary lender’s loss
payable endorsement or to name the Collateral Agent as an additional insured, in form and substance
satisfactory to the Collateral Agent, which endorsement shall provide that, from and after the
Effective Date, if the insurance carrier shall have received written notice from the Collateral
Agent of the occurrence of a Matured Default, the insurance carrier shall pay all proceeds
otherwise payable to the Borrower or a Subsidiary under such policies directly to the Collateral
Agent; (ii) deliver original or certified copies of all such policies to the Collateral Agent;
cause each such policy to provide that it shall not be canceled, modified or not renewed upon not
less than 30 days’ prior written notice thereof by the insurer to the Collateral Agent; and (iii)
deliver to the Collateral Agent, prior to the cancellation, modification or nonrenewal of any such
policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a
policy previously delivered to the Collateral Agent) together with evidence satisfactory to the
Collateral Agent of payment of the premium therefor.



5.5.3. If at any time the area in which any Mortgaged Property is located is designated a
“flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management
Agency (or any successor agency), the Borrower will, or will cause SMF, to obtain flood insurance
in such total amount as required by Regulation H of the Federal Reserve Board, as the same is from
time-to-time in effect, and all official rulings and interpretations thereunder or thereof may from
time to time require, and otherwise comply with the National Flood Insurance Program as set forth
in the Flood Disaster Protection Act of 1973, as it may be amended from time to time.



5.6. Maintenance of Existence. The Borrower will, and will cause each of its Subsidiaries to, do or
cause to be done all things necessary to preserve, renew and keep in full force and effect its
corporate existence, material rights, licenses, permits and franchises; provided that
nothing in this Section 5.6 shall prevent the abandonment or termination of the existence of any
Subsidiary, or the rights or franchises of any Subsidiary or the Borrower if such abandonment or
termination would not have a material adverse effect upon the business, condition (financial or
otherwise) operations or prospects of the Borrower and its Subsidiaries taken as a whole.



5.7. Maintenance of Property. The Borrower will, and will cause each of its Subsidiaries to, at all
times maintain and preserve all Property used or useful in its business in good working order and
condition, and from time to time make, or cause to be made, all needful and proper repairs,
renewals and replacements thereto, so that the business carried on in connection therewith may be
properly conducted at all times, except to the extent that the failure to do so would not have a
material adverse effect upon the business, condition (financial or otherwise), operations or
prospects of the Borrower and its Subsidiaries taken as a whole.



5.8. Payment of Taxes. The Borrower will, and will cause each of its Subsidiaries to, pay and
discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its Property, prior to the time penalties would attach
thereto, as well as lawful claims for labor, materials and supplies or otherwise which, if unpaid,
might become a Lien or charge upon such Properties or any part thereof; provided,
however, that neither the Borrower nor any Subsidiary shall be required to pay and
discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so
long as the validity or amount thereof shall be subject to an active challenge or contest initiated
in good faith for which adequate reserves have been established in accordance with GAAP.



5.9. ERISA. The Borrower covenants that it and each of its Commonly Controlled Entities will
deliver to the Administrative Agent promptly and in any event within 10 days after it knows or has
reason to know of the occurrence of any event of the type specified in Section 8.1.14 notice of
such event and the likely impact on the Borrower and its Subsidiaries. In the event it or any
Commonly Controlled Entity has participated, now participates or will participate in any Plan or
Multiemployer Plan, the Borrower covenants that it and any such Commonly Controlled Entity will
deliver to the Administrative Agent: (i) promptly and in any event within 10 days after it knows or
has reason to know of the occurrence of a Reportable Event with respect to a Plan, a copy of any
materials required to be filed with the PBGC with respect to such Reportable Event, together with a
statement of the chief financial officer of the Borrower setting forth details as to such
Reportable Event and the action which the Borrower proposes to take with respect thereto; (ii) at
least 10 days prior to the filing by any plan administrator of a Plan of a notice of intent to
terminate such Plan, a copy of such notice; (iii) promptly upon the reasonable request of the
Administrative Agent, and in no event more than 10 days after such request, copies of each annual
report on Form 5500 that is filed with the Internal Revenue Service, together with certified
financial statements for the Plan (if any) as of the end of such year and actuarial statements on
Schedule B to such Form 5500; (iv) promptly and in any event within 10 days after it knows or has
reason to know of any event or condition which might constitute grounds under section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan, a statement of the
chief financial officer of the Borrower describing such event or condition; (v) promptly and in no
event more than 10 days after its or any Commonly Controlled Entity’s receipt thereof, the notice
concerning the imposition of any withdrawal liability under section 4202 of ERISA; and
(vi) promptly after receipt thereof, a copy of any notice the Borrower or any Commonly Controlled
Entity may receive from the PBGC or the Internal Revenue Service with respect to any Plan or
Multiemployer Plan; provided, however, that this Section 5.9 shall not apply to
notices of general application promulgated by the PBGC or the Internal Revenue Service.



5.10. Environmental Covenants.



5.10.1. The Borrower will maintain an environmental management system that is designed (A) to
monitor the Borrower’s and its Subsidiaries’ compliance with Environmental and Safety Laws, and
(B) to minimize the Borrower’s and its Subsidiaries’ exposure to liabilities under Environmental
and Safety Laws, including, but not limited to, the Borrower’s and its Subsidiaries’ exposure to
liabilities under contracts or agreements with its customers or partners. In addition, the
environmental management system shall ensure that the Borrower’s and its Subsidiaries’ potential
exposures to liabilities under Environmental and Safety Laws are adequately insured against
pursuant to Section 5.5.



5.10.2. The Borrower will immediately notify the Administrative Agent of and provide the
Administrative Agent with copies of any notifications of violations or notifications of discharges
or releases or threatened releases or discharges of a Hazardous Materials on, upon, into or from
any property of the Borrower or any Subsidiary, or any property where the Borrower or its
Subsidiaries is conducting operations, which are received or are given or required to be given by
or on behalf of the Borrower or any of its Subsidiaries to any federal, state or local governmental
agency or authority if any of the foregoing may materially and adversely affect the Borrower or any
of its Subsidiaries. Copies of such notifications shall be delivered to the Administrative Agent at
the same time as they are delivered to the governmental agency or authority.



5.10.3. The Borrower further agrees promptly to undertake and pursue diligently to completion,
or to cause its Subsidiaries to undertake and pursue diligently to completion, any appropriate and
legally required remedial containment and cleanup action in the event of any release or discharge
or threatened release or discharge of a Hazardous Material on, upon, into or from any property of
the Borrower or any Subsidiary.



5.10.4. At all times, the Borrower will maintain and retain, or cause its Subsidiaries to
maintain and retain, to the extent legally required, complete and accurate records of all releases,
discharges or other disposal of Hazardous Materials on, onto, into or from (A) any Property of the
Borrower or any Subsidiary, or (B) any Property on or adjacent to which the Borrower or any of its
Subsidiaries conducts operations (“Third Party Property”) if such releases, discharges, or other
disposal on Third Party Properties is caused by the Borrower or any of its Subsidiaries or any
Person under its control or acting on its behalf and to the extent such failure to maintain such
records would have a material adverse effect on the business, condition (financial or otherwise) or
operations of the Borrower and its Subsidiaries, taken as a whole.



5.11. Maintenance of Collateral; Pledge of Additional Collateral.



5.11.1. Subject to Sections 5.12 and 5.13, the Borrower will, and will cause SMF to, grant to
the Collateral Agent an Acceptable Security Interest in each item or type of Property included in
the Collateral; provided, however, that prior to the occurrence of any Default or
Matured Default, the Borrower and its Subsidiaries will not be required to take steps to perfect
the Collateral Agent’s Liens on deposit accounts, trademarks, patents, promissory notes,
instruments, or other Personal Property Collateral (other than Rolling Stock, as provided in
Section 5.13) as to which perfection is not accomplished by the filing of one or more UCC financing
statements.



5.11.2. Within thirty (30) days after any other Person becomes a Subsidiary, (a) cause such
Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a
supplement to the Guaranty or such other document as the Administrative Agent shall deem
appropriate for such purpose, (ii) deliver to the Administrative Agent documents of the types
referred to in Section 3.1 and favorable opinions of counsel to such Person (which shall cover,
among other things, the legality, validity, binding effect and enforceability of the documentation
referred to in clause (i)), all in form, content and scope reasonably satisfactory to the
Administrative Agent, and (iii) execute such Collateral Documents as the Collateral Agent or the
Majority Banks may reasonably request, in each case to secure the Obligations, and (b) cause the
immediate parent of such Subsidiary to pledge 100% of the Equity Interest in such Subsidiary to
secure the Obligations and provide such legal opinions relating thereto as the Administrative Agent
may reasonably request, along with share certificates pledged thereby and appropriately executed
stock powers in blank.



5.12. Mortgaged Properties.



5.12.1. The Borrower shall cause SMF (or other record owner of any Mortgaged Property) to
maintain in favor of the Collateral Agent, as collateral agent for the benefit of the Secured
Parties, an Acceptable Security Interest in each of the Mortgaged Properties described on Schedule
1.1. As to each of the existing Mortgaged Properties, the Borrower has caused SMF to furnish to
the Collateral Agent:




(a) a Mortgage covering such Mortgaged Property, together with any other documents,
agreements or instruments necessary to create a mortgage Lien on such Mortgaged Property;




(b) if requested by the Collateral Agent, a favorable opinion from local counsel
located in the jurisdiction of such Mortgaged Property;




(c) an ALTA lender’s title insurance policy issued by a title insurer reasonably
satisfactory to the Collateral Agent, in form and substance and in amounts reasonably
satisfactory to the Collateral Agent insuring that such Mortgage creates a valid and
enforceable first priority mortgage Lien on such Mortgaged Property, free and clear of all
defects and encumbrances except Excepted Liens, and containing such endorsements as the
Collateral Agent may have reasonably requested;




(d) a current survey of such Mortgaged Property, certified by a licensed or registered
surveyor, to the extent required in order for the title insurer to delete the standard
survey exception from the title insurance policy covering such Mortgaged Property;




(e) verification that such Mortgaged Property is not located in an area designated by
the Federal Emergency Management Agency as having special flood or mud slide hazards;




(f) if requested by the Collateral Agent or the title insurer, satisfactory evidence
that such Mortgaged Property is zoned for its current use; and




(g) a “Phase I” environmental assessment report (and if recommended in the “Phase I”
environmental assessment report and requested by the Collateral Agent, a “Phase II”
environmental assessment report) covering such Mortgaged Property prepared by an
environmental engineering firm acceptable to the Collateral Agent and reflecting that the
environmental condition of such Mortgaged Property is acceptable (such determination to be
made by the Collateral Agent in the reasonable exercise of its sole discretion).



5.12.2. Within 60 days following the Effective Date, (i) the Borrower shall cause SMF to
execute and deliver to the Collateral Agent such amendments to existing Mortgages, in recordable
form, as may be required by the Collateral Agent in the reasonable exercise of its sole discretion
in order to reflect of record that such Mortgages secure all of the Obligations hereunder, and (ii)
the Borrower (or SMF) shall cause to be issued to the Collateral Agent such date-down endorsements
(or commitments for the issuance thereof) to the previously-issued title insurance policies as may
be required by the Collateral Agent in the reasonable exercise of its sole discretion to verify
that marketable title to the Mortgaged Properties remains vested in SMF, free and clear of any
Liens (other than Excepted Liens).



5.12.3. The Borrower may at any time grant or cause to be granted an Acceptable Security
Interest in favor of the Collateral Agent on other real Properties owned by the Borrower or any of
its Subsidiaries by furnishing the items described in clauses (a) through (g) of Section 5.12.1.
Upon the Collateral Agent’s being provided an Acceptable Security Interest therein, such Properties
will be Mortgaged Properties for purposes of this Agreement and the Appraised Value thereof will be
included in the calculation of the Borrowing Base.



5.13. Rolling Stock. The Borrower shall at all times maintain satisfactory arrangements for the
Collateral Agent, for the benefit of Secured Parties, to have an Acceptable Security Interest in
Rolling Stock representing at least 85% of the current Net Orderly Liquidation Value of the
Borrower’s Rolling Stock. Such arrangements shall include (i) the Borrower’s execution and
delivery of such agreements as the Vehicle Title Service Company may reasonably require, (ii) the
Borrower’s delivery to the Vehicle Title Service Company of the certificates of title covering
Rolling Stock that, when combined with Rolling Stock as to which perfection of the Collateral
Agent’s has been accomplished through the filing of financing statements pursuant to the UCC,
represents at least 85% of the Net Orderly Liquidation Value of the Borrower’s Rolling Stock and
notation of the Collateral Agent’s Lien on each certificate of title so delivered, and (iii) the
Borrower’s payment of the normal set-up and service charges of the Vehicle Title Service Company
and the filing fees payable in connection with the notation of the Collateral Agent’s Lien on each
certificate of title so delivered. Upon the request of the Collateral Agent following the
occurrence of any Default, the Borrower will cooperate with the Vehicle Title Service Company in
causing the certificates of title on all Rolling Stock to be promptly delivered to the Vehicle
Title Service Company and in causing the Collateral Agent’s Lien to be noted on each certificate of
title.




	6.	 	FINANCIAL COVENANTS





So long as the Loans or any amount under any Loan Document shall remain unpaid, any Bank shall
have any Commitment, or there shall exist any Outstanding Credit Exposure, the Borrower covenants
as follows:



6.1. Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio,
determined as of the last day of each fiscal quarter beginning with the fiscal quarter ending
September 30, 2011, for the four fiscal quarters then ended, to be less than 1.10 to 1.00.



6.2. Leverage Ratio. The Borrower will not permit the Leverage Ratio, determined as of the last day
of each fiscal quarter beginning with the fiscal quarter ending September 30, 2011, to be greater
than 3.25 to 1.00.



6.3. Tangible Net Worth. The Borrower will not permit its Tangible Net Worth at any time to be
less than $145,000,000, plus (i) 75% of positive Net Income from Continuing Operations in
each fiscal quarter commencing with the fiscal quarter ended June 30, 2009, plus (ii) 75%
of the Net Proceeds from the issuance and sale by the Borrower of any Equity Interests after June
26, 2009, minus (iii) loss from Discontinued Operations commencing with the fiscal quarter
ending June 30, 2009. For purposes of this Section 6.3:




a. “Discontinued Operations” means the assets, liabilities, income or loss resulting
from the sale of 100% of the common stock of Jevic, determined in accordance with GAAP.




b. “Jevic” means Jevic Transportation, Inc., a New Jersey corporation.




c. “Net Income from Continuing Operations” means Net Income resulting from operations
of the Borrower and its Subsidiaries that continue to exist subsequent to the closing of the
sale of 100% of the common stock of Jevic.




d. “Net Proceeds” means the net cash proceeds from the sale or issuance by the Borrower
of any Equity Interests, net of all underwriters’ discounts and commissions, and other
marketing and selling expenses.




	7.	 	NEGATIVE COVENANTS.





So long as the Loans or any amount under any Loan Document shall remain unpaid, any Bank shall
have any Commitment, or there shall exist any Outstanding Credit Exposure:



7.1. Liens. The Borrower will not and will not permit any Subsidiary to create, assume or suffer to
exist any Lien upon any of its properties or assets, whether now owned or hereafter acquired, or
any income, participation, royalty or profits therefrom (whether or not provision is made for the
equal and ratable securing of the Obligations in accordance with the provisions of Section 5.3),
except




(a) Excepted Liens;




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




(c) Liens in existence on the date hereof as set forth on Schedule 7.1 hereto;




(d) Any attachment or judgment Lien with respect to an obligation not in excess of
$3,500,000, provided that the judgment it secures shall, within sixty (60) days after the
entry thereof, have been discharged or execution thereof stayed pending appeal; and




(e) Liens on the Properties of any Subsidiary acquired pursuant to a Permitted
Acquisition, provided that the Indebtedness secured thereby is permitted under Section
7.2(g).



7.2. Debt. The Borrower will not and will not permit any Subsidiary to create, incur, assume or
suffer to exist any Indebtedness, except:




(a) Obligations of the Borrower and each Guarantor under this Agreement, the Guaranties
and any other Loan Documents;




(b) Rate Management Obligations of the Borrower or any Subsidiary owing to any Bank (or
any Affiliate of a Bank) or to any other counterparty acceptable to the Agent;




(c) Indebtedness under any Treasury Management Agreement;




(d) Indebtedness of any Subsidiary to the Borrower or a Wholly Owned Subsidiary;




(e) the Prudential Obligations and any refinancings, extensions, renewals or
replacements thereof, to the extent the principal amount of the Prudential Obligations (or
refinancing thereof) is not increased and the documents governing any refinancing of the
Prudential Obligations do not contain terms, conditions, covenants and events of default
which are more restrictive than those contained in the Prudential Note Documents;




(f) Indebtedness of any Guarantor under the Prudential Note Guaranties, so long as the
Prudential Intercreditor Agreement is in effect;




(g) other Indebtedness not to exceed $25,000,000 in the aggregate at any time
outstanding (such other Indebtedness may include Indebtedness of any Subsidiary acquired
pursuant to a Permitted Acquisition, provided, however, that in no case shall any such
Indebtedness remain in effect for a period of time beyond the maturity date of such
Indebtedness in place when such Subsidiary is acquired); and




(h) Indebtedness described on Schedule 7.2 hereto.



7.3. Loans, Advances and Investments. The Borrower will not and will not permit any Subsidiary to
make or permit to remain outstanding any loan or advance to, or extend credit other than credit
extended in the normal course of business to any Person who is not an Affiliate of the Borrower to,
or own, purchase or acquire any stock, obligations or securities of, or any other interest in, or
make any capital contribution to, any Person, or make any Acquisition, or commit to do any of the
foregoing, except:




(a) investments in, loans or advances to, or contribution to any Wholly Owned
Subsidiary;




(b) obligations backed by the full faith and credit of the United States Government
(whether issued by the United States Government or an agency thereof), and obligations
guaranteed by the United States Government, in each case which mature within one year from
the date acquired;




(c) demand and time deposits with, or certificates of deposit issued by, any commercial
bank or trust company (A) organized under the laws of the United States or any of its states
or having branch offices therein, (B) having equity capital in excess of $250,000,000 and
(C) which issues either (1) senior debt securities rated A or better by S&P, or by Moody’s
or (2) commercial paper rated A-1 by S&P or Prime-1 by Moody’s, in each case payable in the
United States in United States dollars, in each case which mature within one year from the
date acquired;




(d) readily marketable commercial paper rated as A-1 or better by S&P or Prime-1 or
better by Moody’s (or, in either case, an equivalent rating from another nationally
recognized credit rating agency) and maturing not more than 270 days from the date acquired;




(e) bonds, debentures, notes or similar debt instruments issued by a state or
municipality given a “AA” rating or better by S&P or an equivalent rating by another
nationally recognized credit rating agency and maturing not more than one year from the date
acquired;




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




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




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




i. the target of such Acquisition is in the same line of business as the
Borrower;




ii. no Default or Matured Default exists at the time of such Acquisition or
would result from such Acquisition;




iii. the total cash consideration paid in connection with such Acquisition and
all other Acquisitions subsequent to the Effective Date does not exceed $25,000,000
in the aggregate;




iv. the Borrower has delivered to the Banks written notice of the intended
Acquisition and a copy of the information provided to the board of directors of the
Borrower not less than 10 days prior to the consummation of such Acquisition;




v. not less than 10 days prior to the consummation of such Acquisition, the
Borrower provides the Administrative Agent with a certification, in form and
substance satisfactory to the Administrative Agent, demonstrating that upon the
consummation of such Acquisition, the Borrower will be in pro-forma compliance with
each of the financial covenants set forth in Section 6, calculated as if such
Acquisition had been made on the last date of the most recent fiscal quarter for
which financial statements of the Borrower have been provided under Section 5.1;




vi. neither the Borrower nor any Subsidiary shall, as a result of or in
connection with any such Acquisition, assume or incur any direct or contingent
Indebtedness of the Person being acquired (except for Indebtedness permitted under
the terms of Section 7.2(e));




vii. such Acquisition is not hostile and is otherwise approved by the Equity
Interest holders or the board of directors or other equivalent governing body of the
target of the Acquisition; and




viii. if (A) the Acquisition is an Acquisition of the Equity Interests of a
Person, the Acquisition is structured so that the acquired Person will become a
Subsidiary of the Borrower and will comply with the provisions of Section
5.12.2, and (B) if the Acquisition is an Acquisition of assets, the Acquisition is
structured so that the Borrower or a Guarantor will acquire such assets.




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



7.4. Sale of Stock and Indebtedness of Subsidiaries. The Borrower will not and will not permit any
Subsidiary to sell or otherwise dispose of, or part with control of, any shares of stock or
Indebtedness of any Subsidiary, except (i) to the Borrower or a Wholly Owned Subsidiary or
(ii) that all shares of stock and Indebtedness of any Subsidiary at the time owned by or owed to
the Borrower and all Subsidiaries may be sold as an entirety for a cash consideration which
represents the fair value (as determined in good faith by the Board of Directors of the Borrower)
at the time of sale of the shares of stock and Indebtedness so sold; provided that (A) such
sale or other disposition is treated as a Transfer of assets of such Subsidiary and is permitted by
Section 7.6 and (B) at the time of such sale, such Subsidiary shall not own, directly or
indirectly, any shares of stock or Indebtedness of any other Subsidiary (unless all of the shares
of stock and Indebtedness of such other Subsidiary owned, directly or indirectly, by the Borrower
and all Subsidiaries are simultaneously being sold as permitted by this Section 7.4).



7.5. Merger and Consolidation; Subsidiaries. The Borrower will not and will not permit any
Subsidiary to merge or consolidate with or into any other Person, except that:




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




(b) any Subsidiary may merge or consolidate with or into a Wholly Owned Subsidiary
provided that such Wholly Owned Subsidiary is the continuing or surviving
corporation;




(c) the Borrower may consolidate or merge with any other corporation if (i) the
Borrower is the continuing or surviving corporation and is a solvent corporation duly
organized and existing under the laws of any state of the United States of America, or the
District of Columbia, with substantially all of its assets located and substantially all of
its operations conducted within the United States of America, and such continuing or
surviving corporation expressly assumes, by a written agreement satisfactory in form and
substance to the Majority Banks (which agreement may require, in connection with such
assumption, the delivery of such opinions of counsel as the Majority Banks may require), the
obligations of the Borrower under this Agreement and the other Loan Documents, including all
covenants herein and therein contained, and such successor or acquiring entity shall succeed
to and be substituted for the Borrower with the same effect as if it had been named herein
as a party hereto, (ii) no Default or Matured Default exists before or after such merger or
consolidation, (iii) the Tangible Net Worth of the surviving corporation is at least as
great as the Tangible Net Worth of the Borrower immediately prior to such merger or
consolidation, and (iv) the core managers of the Borrower prior to the merger or
consolidation shall be the core managers of the continuing or surviving entity;




(d) any Subsidiary may merge or consolidate with any other corporation,
provided that, immediately after giving effect to such merger or consolidation (i) a
Wholly Owned Subsidiary shall be the continuing or surviving corporation, (ii) no Default or
Matured Default exists before or after such merger or consolidation and (iii) the Tangible
Net Worth of the Borrower following the merger or consolidation is at least as great as the
Tangible Net Worth of the Borrower immediately prior to such merger or consolidation; and




(e) the Borrower or any Subsidiary may enter into a merger or consolidation in
connection with an Acquisition permitted by Section 7.3(h).



Notwithstanding anything to the contrary in this Section 7.5, any surviving or newly acquired or
created Subsidiary or Wholly Owned Subsidiary shall continue to be or shall become a guarantor
hereunder at the time of consummation of the merger or consolidation or acquisition of such
Subsidiary.



7.6. Transfer of Properties. The Borrower will not and will not permit any Subsidiary to Transfer,
or agree or otherwise commit to Transfer, any of its Properties except that:




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




(b) the Borrower or any Subsidiary may collect its accounts and sell inventory in the
ordinary course of business; and




(c) the Borrower or any Subsidiary may otherwise Transfer Properties, provided
that after giving effect thereto (i) the aggregate value of any Properties Transferred
during the 12 consecutive months immediately preceding such Transfer does not exceed 5% of
Consolidated Tangible Assets as of the end of the fiscal quarter immediately preceding such
Transfer, provided, however, that the aggregate purchase price paid within
90 days after any such Transfer for similar assets within the United States that are not
subject to Liens (other than Excepted Liens) for borrowed money other than pursuant to this
Agreement (before or after acquisition) will be deducted in determining this 5% limit, and
(ii) the aggregate value of Properties Transferred subsequent to the Effective Date shall
not exceed 25% of the Consolidated Tangible Assets determined at any time by aggregating the
dollar value of all Transfers as of such time as a percentage of Consolidated Tangible
Assets as of the end of the fiscal quarter ended immediately prior to such time,
provided, however, that the aggregate purchase price paid within 90 days
after any such Transfer for similar assets within the United States that are not subject to
Liens (other than Excepted Liens) for borrowed money other than pursuant to this Agreement
(before or after acquisition) will be deducted in determining this 25% limit.



Notwithstanding the foregoing, in no event may the Borrower or any Subsidiary Transfer any
Mortgaged Property without the consent of the Majority Banks, and in no event may the Borrower or
any Existing Subsidiary Transfer its Equity Interests in an Existing Subsidiary without the consent
of all of the Banks. If requested by the Borrower in order to facilitate any Transfer which is
permitted to be made under the terms of this Section 7.6 or which has otherwise been consented to
by the requisite Banks, the Collateral Agent shall release its Lien on the Property or Properties
to be Transferred.



7.7. Sale and Lease-Back. The Borrower will not and will not permit any Subsidiary to enter into
any arrangement with any lender or investor or to which such lender or investor is a party
providing for the leasing by the Borrower or any Subsidiary of real or personal Property which has
been or is to be Transferred by the Borrower or any Subsidiary to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor on the security of
such Property or rental obligations of the Borrower or any Subsidiary, except for the sale
and concurrent lease (pursuant to an Operating Lease) of any Property acquired by the Borrower or
its Subsidiaries after the date hereof, which sale and lease transaction is consummated within 90
days of such acquisition.



7.8. Sale or Discount of Receivables. The Borrower will not and will not permit any Subsidiary to
sell with recourse, or discount or otherwise sell for less than the face value thereof, any of its
notes or accounts receivable.



7.9. Related Party Transactions. The Borrower will not and will not permit any Subsidiary to
directly or indirectly, purchase, acquire or lease any Property from, or sell, transfer or lease
any property to any Related Party except upon terms that are no less favorable to the Borrower or
such Subsidiary, as the case may be, than those that could be obtained in an arm’s-length
transaction with an unrelated third party; provided that the foregoing shall not apply to
(A) any transaction between the Borrower and any Wholly Owned Subsidiary or between Wholly Owned
Subsidiaries and (B) any sales to, or purchases from, any such Related Party of shares of common
stock for cash consideration equal to the fair market value thereof (except pursuant to stock
option, stock appreciation and similar stock-based compensation, incentive and bonus plans for
directors, management or employees of the Borrower and its Subsidiaries that have been approved by
a majority of the Borrower’s outside directors or the Compensation Committee of the Board of
Directors of the Borrower).



7.10. Issuance of Stock by Subsidiaries. The Borrower will not permit any Subsidiary (either
directly, or indirectly by the issuance of rights or options for, or securities convertible into,
such shares) to issue, sell or dispose of any of its Equity Interests except (i) for directors’
qualifying shares or other shares issued to comply with local ownership legal requirements (but not
in excess of the minimum number of shares necessary to satisfy such requirement), and (ii) to the
Borrower or a Wholly Owned Subsidiary.



7.11. Subsidiary Restrictions. The Borrower will not and will not permit any Subsidiary to enter
into, or be otherwise subject to, any contract, agreement or other binding obligation that directly
or indirectly limits the amount of, or otherwise restricts (i) the payment to the Borrower of
dividends or other redemptions or distributions with respect to its capital stock by any
Subsidiary, (ii) the repayment to the Borrower by any Subsidiary of intercompany loans or advances,
or (iii) other intercompany transfers to the Borrower of property or other assets by Subsidiaries.



7.12. Change of Business.



7.12.1. The Borrower will not change, and will not permit any Subsidiary to change, in any
material respect the nature of its business or operations from the business conducted by the
Borrower and its Subsidiaries on the date hereof and will not engage, and will not permit any
Subsidiary to engage directly or indirectly in any material business activity, or purchase or
otherwise acquire any material Property, in either case not directly related to the conduct of its
business or operations as presently carried on.



7.12.2. The Borrower will not permit SCS to acquire or own any Property not held by it on the
Effective Date.



7.13. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to:




(a) declare, make, pay, or become obligated to make or pay, any dividend or other
distribution (whether in cash, securities or other Property) on any Equity Interest in the
Borrower or any of its Subsidiaries, except that (i) the Borrower may declare and pay
dividends on its Equity Interests payable solely in additional shares of its common stock,
(ii) Subsidiaries may declare and pay dividends or make distributions ratably on their
Equity Interests, and (iii) the Borrower may make payments pursuant to and in accordance
with stock option, stock appreciation and similar stock-based compensation, incentive and
bonus plans for directors, management or employees of the Borrower and its Subsidiaries that
have been approved by a majority of the Borrower’s outside directors or the Compensation
Committee of the Board of Directors of the Borrower; or




(b) make any payment (whether in cash, securities or other Property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Equity Interests in the Borrower or any
Subsidiary, except that: (i) the Borrower may purchase, redeem, retire, acquire, cancel or
terminate any of its Equity Interests up to the aggregate amount of $50,000,000, provided
that (A) the Borrower’s pro forma Leverage Ratio following any such transaction shall be
less than or equal to 2.75 to 1.00 and (B) the Borrower’s pro forma Available Liquidity
following any such transaction shall be greater than or equal to $30,000,000; and (ii) the
Borrower may make purchases of Equity Interests in the Borrower pursuant to and in
accordance with stock option, stock appreciation and similar stock-based compensation,
incentive and bonus plans for directors, management or employees of the Borrower and its
Subsidiaries that have been approved by a majority of the Borrower’s outside directors or
the Compensation Committee of the Board of Directors of the Borrower; or




(c) make any payment (other than a scheduled payment) of principal on the Prudential
Term Notes or any other Indebtedness for borrowed money if at the time of any such payment
there exists any Default or Matured Default or if the making of such payment would result in
or give rise to a Default or Matured Default; provided that, prior to making any
such payment, the Borrower provides the Administrative Agent with a certification, in form
and substance satisfactory to the Administrative Agent, demonstrating that immediately
following the making of such payment, the Borrower will be in pro-forma compliance with each
of the financial covenants set forth in Section 6, calculated as if such payment had been
made on the last date of the most recent fiscal quarter for which financial statements of
the Borrower have been provided under Section 5.1.



7.14. Most Favored Lender Status.



7.14.1. The Borrower will not enter into or permit any amendment to the Prudential Agreement
or any other Prudential Note Document to include one or more Additional Covenants or Additional
Defaults, unless prior written consent to such amendment shall have been obtained from the Majority
Banks; provided, however, in the event that any such amendment shall be entered into
without the prior written consent of the Majority Banks, the terms of this Agreement shall, without
any further action on the part of the Borrower, the Majority Banks or the Administrative Agent, be
deemed to be amended automatically to include each Additional Covenant and each Additional Default
contained in such amendment. The Borrower further covenants to promptly execute and deliver at its
expense (including the reasonable fees and expenses of counsel for the Banks and the Administrative
Agent) an amendment to this Agreement in form and content satisfactory to the Majority Banks
evidencing the amendment of this Agreement to include such Additional Covenants and Additional
Defaults to which the Majority Banks granted consent, provided that the execution and delivery of
such amendment shall not be a precondition to the effectiveness of such amendment as provided for
in this Section 7.14.1, but shall merely be for the convenience of the parties hereto.



7.14.2. The Borrower will not enter into or amend any agreement governing or evidencing
Indebtedness for borrowed money (other than the Prudential Agreement and other than Capital Leases)
in a principal amount committed or outstanding of $10,000,000 or more under one agreement, or a
series of related agreements, that includes one or more Additional Covenants or Additional Defaults
(other than covenants pertaining to the conversion of such Indebtedness to equity), unless prior to
entering into such agreement or amendment, (i) the Borrower offered such Additional Covenant or
Additional Default to the Banks and (ii) if the Majority Banks have accepted such Additional
Covenant or Additional Default, the Borrower has executed and delivered at its expense (including
the reasonable fees and expenses of counsel for the Banks and the Administrative Agent) an
amendment to this Agreement to include such Additional Covenants and Additional Defaults in this
Agreement, provided that in no event shall the Borrower enter into or amend any agreement
to restrict payments on the Obligations or restrict the ability of the Borrower to enter into
amendments and modifications of this Agreement or the other Loan Documents without the prior
written consent of the Majority Banks; provided, further, in the event that the
Borrower or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under
any such agreement that includes Additional Covenants or Additional Defaults, without executing and
delivering such amendment to this Agreement, the terms of this Agreement shall, without any further
action on the part of the Borrower, the Majority Banks or the Administrative Agent, be deemed to be
amended automatically to include each Additional Covenant and each Additional Default contained in
such agreement.



7.15. Terrorism Sanctions Regulations. The Borrower will not and will not permit any of its
Subsidiaries to (i) become a Person described or designated in the “Specially Designated Nationals
and Blocked Persons List” of the Office of Foreign Assets Control or in Section 1 of the
Anti-Terrorism Order or (ii) engage in any dealings or transactions with any such Person.




	8.	 	EVENTS OF DEFAULT





8.1. Acceleration. If any of the following events shall occur and be continuing for any reason
whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or otherwise):



8.1.1. the Borrower shall fail to pay principal of any Loan (including any mandatory
prepayment required by Section 2.11.2 or 2.11.3) or to reimburse any drawing under any Letter of
Credit as and when the same becomes due and payable, either by the terms thereof or otherwise as
herein provided; or



8.1.2. the Borrower shall fail to pay any interest on any Note or any fee, expense or other
amount due under this Agreement and such failure shall continue for more than three days after the
date due; or



8.1.3. the Borrower or any Subsidiary shall default (whether as primary obligor or as
guarantor or other surety) in any payment of principal of or interest on any other obligation for
money borrowed (or any Capitalized Lease Obligation, any obligation under a conditional sale or
other title retention agreement, any obligation issued or assumed as full or partial payment for
property whether or not secured by a purchase money mortgage or any obligation under notes payable
or drafts accepted representing extensions of credit) beyond any period of grace provided with
respect thereto, or the Borrower or any Subsidiary shall fail to perform or observe any other
agreement, term or condition contained in any agreement under which any such obligation is created
(or if any other event thereunder or under any such agreement shall occur and be continuing) and
the effect of such failure or other event is to cause, or to permit the holder or holders of such
obligation (or a trustee on behalf of such holder or holders) to cause, such obligation to become
due (or to be repurchased by the Borrower or any Subsidiary) prior to any stated maturity;
provided that the aggregate amount of all obligations as to which such a payment default
shall occur and be continuing or such a failure or other event causing or permitting acceleration
(or resale to the Borrower or any Subsidiary) shall occur and be continuing exceeds $5,000,000 or
the equivalent amount in other currencies; or



8.1.4. any representation or warranty made by the Borrower herein or by the Borrower or any of
its officers in any writing furnished in connection with or pursuant to this Agreement shall be
false in any material respect on the date as of which made; or



8.1.5. the Borrower shall fail to perform or observe any term, covenant or agreement contained
in Sections 5, 6 or 7 (provided, however, to the extent the Borrower’s compliance
with any term, covenant or agreement contained in Sections 5, 6 or 7 is based upon the Borrower’s
response to any request for information made by any Agent or Bank or upon any determination to be
made at the discretion of any Agent or the Banks, the Borrower shall have a reasonable period, not
to exceed 10 days, in which to comply with such request or determination); or



8.1.6. the Borrower shall fail to perform or observe any other term, covenant, agreement or
condition contained herein or in any Collateral Document or other Loan Document (other than a
Default of the type described in Section 8.1.5) and such failure shall not be remedied within 30
days after the Borrower obtains actual knowledge thereof; or



8.1.7. the Borrower or any Subsidiary shall make an assignment for the benefit of creditors or
shall generally not pay its debts as such debts become due; or



8.1.8. any decree or order for relief in respect of the Borrower or any Subsidiary shall be
entered under any Debtor Relief Laws of any jurisdiction; or



8.1.9. the Borrower or any Subsidiary shall petition or apply to any tribunal for, or consent
to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or
similar official of the Borrower or any Subsidiary, or of any substantial part of the assets of the
Borrower or any Subsidiary, or shall commence a voluntary case under any Debtor Relief Law or any
proceedings (other than proceedings for the voluntary liquidation and dissolution of a Subsidiary)
relating to the Borrower or any Subsidiary under any Debtor Relief Laws; or



8.1.10. any such petition or application shall be filed, or any such proceedings shall be
commenced, against the Borrower or any Subsidiary and the Borrower or such Subsidiary by any act
shall indicate its approval thereof, consent thereto or acquiescence therein, or an order, judgment
or decree shall be entered appointing any such trustee, receiver, custodian, liquidator or similar
official, or approving the petition in any such proceedings, and such order, judgment or decree
remains unstayed and in effect for more than 60 days; or



8.1.11. any order, judgment or decree shall be entered in any proceedings against the Borrower
decreeing the dissolution of the Borrower and such order, judgment or decree remains unstayed and
in effect for more than 60 days; or



8.1.12. any order, judgment or decree shall be entered in any proceedings against the Borrower
or any Subsidiary decreeing a split-up of the Borrower or such Subsidiary which requires the
divestiture of assets representing a substantial part, or the divestiture of the stock of a
Subsidiary whose assets represent a substantial part, of the consolidated assets of the Borrower
and its Subsidiaries (determined in accordance with GAAP) or which requires the divestiture of
Properties or stock of a Subsidiary, which shall have contributed a substantial part of the
consolidated net income of the Borrower and its Subsidiaries (determined in accordance with GAAP)
for any of the three fiscal years then most recently ended, and such order, judgment or decree
remains unstayed and in effect for more than 60 days; or



8.1.13. one or more judgments or orders for the payment of money in an aggregate amount in
excess of $5,000,000 shall be rendered against the Borrower or any Subsidiary and either
(i) enforcement proceedings to attach or levy against any assets of Borrower or such Subsidiary
shall have been commenced by any creditor upon any such judgment or order, which proceedings are
not promptly stayed; or (ii) such judgment or order remains in effect unsatisfied and unstayed for
more than 60 days after entry thereof; or



8.1.14. (A) any Plan shall fail to satisfy the minimum funding standard of ERISA or the Code
for any plan year or part thereof or a waiver of such standard is sought or granted under
Section 412 of the Code, (B) a notice of intent to terminate any Plan shall have been or is
reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under
ERISA Section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have
notified the Borrower or any Commonly Controlled Entity that a Plan may become a subject of such
proceedings, (C) the aggregate “amount of unfunded benefit liabilities” (within the meaning of
Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed $1,000,000, (D) the Borrower or any Commonly Controlled Entity shall have incurred or
is reasonably expected to incur any material liability pursuant to Title I or IV of ERISA or the
penalty or excise tax provisions of the Code relating to employee benefit plans, (E) the Borrower
or any Commonly Controlled Entity withdraws from any Multiemployer Plan which creates an obligation
of Borrower in excess of $1,000,000, or (F) the Borrower or any Subsidiary establishes or amends
any employee welfare benefit plan that provides post-employment welfare benefits in a manner that
would materially increase the liability of the Borrower or any Subsidiary thereunder; or



8.1.15. any Collateral Document, at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all of
the Obligations, ceases to be in full force and effect and the Borrower or Subsidiary party thereto
shall fail to cure the same within 10 days of written demand by the Collateral Agent, or the
Borrower or any Subsidiary purports to revoke, terminate or rescind any Collateral Document; or



8.1.16. any provision of the Guaranty Agreement after delivery thereof shall for any reason
cease to be valid and binding on a Guarantor and such Guarantor shall fail to cure the same within
10 days of written demand by the Administrative Agent, or a Guarantor shall so state in writing; or



8.1.17. (i)  the Borrower shall fail to pay any Prudential Term Notes when due; (ii) the
Borrower shall default in the performance of any term, provision or conditions contained in the
Prudential Agreement, or any other event shall occur or condition exist, the effect of which is to
cause or permit the holder or holders of the Prudential Term Notes to cause the Prudential Term
Notes to become due prior to their stated maturity; or (iii) the Prudential Term Notes shall be
declared to be due and payable or required to be prepaid (other than by a regularly scheduled
payment or as a result of the sale of an asset securing such Prudential Term Notes) prior to the
stated maturity thereof; or



8.1.18. the Borrower or any Subsidiary shall fail to pay any Rate Management Obligation when
due or the Borrower or any Subsidiary shall breach any term, provision or condition contained in
any Rate Management Transaction or any transaction of the type described in the definition of “Rate
Management Transactions,” whether or not any Bank or Affiliate of a Bank is a party thereto.



then, and in any such event, the Administrative Agent shall at the request of, or may, with the
consent of, the Majority Banks, by written notice to the Borrower, (1) declare the Commitments to
be terminated, whereupon the same shall forthwith terminate; (2) declare the outstanding Notes, all
interest thereon, and all other Obligations arising hereunder or any other Loan Documents to be
forthwith due and payable, whereupon the Notes, all such interest, and all such other Obligations
shall become and be forthwith due and payable, without presentment, demand, protest, or further
notice of any kind, all of which are hereby expressly waived by the Borrower; (3) demand that the
Borrower immediately pay to the Administrative Agent the full amount then available for drawing
under each or any Letter of Credit to be held by the Administrative Agent as collateral for the L/C
Obligations pursuant to such documentation that the Administrative Agent may reasonably request,
and the Borrower agrees to immediately make such payment and acknowledges and agrees that the Banks
would not have an adequate remedy at law for failure by the Borrower to honor any such demand and
that the Administrative Agent, for the benefit of the Banks, shall have the right to require the
Borrower to specifically perform such undertaking whether or not any drawings or other demands for
payment have been made under any Letter of Credit; and (4) if such event is an event as specified
in subsection 8.1.7., 8.1.8., 8.1.9., or 8.1.10. of this Section 8.1 with respect to the Borrower,
the Commitments shall be automatically terminated and all of the Notes at the time outstanding
shall automatically become immediately due and payable at par together with interest accrued
thereon, if any, with respect to each Note, without presentment, demand, protest or notice of any
kind (including, without limitation, notice of intent to accelerate and notice of acceleration of
maturity), all of which are hereby waived by the Borrower.



8.2. Remedies. Upon the occurrence and during the continuance of any Matured Default, the
Administrative Agent shall at the request of, or may with the consent of, the Majority Banks
proceed to enforce its rights and remedies under the Collateral Documents, this Agreement, and any
other Loan Document for the ratable benefit of the Secured Parties by appropriate proceedings.
Upon the occurrence and during the continuance of any Matured Default, each Bank is hereby
authorized at any time and from time to time, without notice to the Borrower (any such notice being
expressly waived by the Borrower), to set off and apply 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 Bank to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement or the Bank’s Note or
any other Loan Document, irrespective of whether or not the Administrative Agent or such Bank shall
have made any demand under this Agreement or such Bank’s Note or such other Loan Document and
although such obligations may be unmatured. Each Bank agrees promptly to notify the Borrower (with
a copy to the Administrative Agent) after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and application. The
rights of each Bank under this Section 8.2 are in addition to other rights and remedies (including,
without limitation, other rights of setoff) which each such Bank may have.



8.3. Other Remedies. If any Default or Matured Default shall occur and be continuing, each Bank may
proceed to protect and enforce its rights under this Agreement and the Notes by exercising such
remedies as are available to such Bank in respect thereof under applicable law, either by suit in
equity or by action at law, or both, whether for specific performance of any covenant or other
agreement contained in this Agreement or in aid of the exercise of any power granted in this
Agreement. No remedy conferred in this Agreement upon any Bank is intended to be exclusive of any
other remedy, and each and every such remedy shall be cumulative and shall be in addition to every
other remedy conferred herein or now or hereafter existing at law or in equity or by statute or
otherwise.



8.4. Application of Proceeds. From and during the continuance of any Matured Default, any monies
or property actually received by the Administrative Agent or the Collateral Agent pursuant to this
Agreement or any other Loan Document, the exercise of any rights or remedies under any Collateral
Document or any other agreement with the Borrower or any Subsidiary which secures any of the
Obligations, shall be applied in the following order (subject to the applicable sharing provisions
of the Prudential Intercreditor Agreement and subject to Section 2.21.5):




(a) First, to payment of the reasonable expenses, liabilities, losses, costs,
duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as
may have been paid or incurred in, about or incidental to any sale or other realization of
Collateral, including reasonable compensation to the Administrative Agent and its agents and
counsel, and to the ratable payment of any other unreimbursed reasonable expenses and
indemnities for which the Administrative Agent, the Collateral Agent or any Bank is to be
reimbursed pursuant to this Agreement or any other Loan Document, in each case that are then
due and payable;




(b) Second, to the ratable payment of accrued but unpaid fees of the
Administrative Agent, Unused Portion Fees, letter of credit fees owing to the Administrative
Agent and the Banks under this Agreement;




(c) Third, to the ratable payment of accrued but unpaid interest on the Loans
and any unpaid L/C Obligations then due and payable under this Agreement;




(d) Fourth, to the Collateral Agent to cash collateralize the L/C Obligations;




(e) Fifth, ratably, according to the then unpaid amounts thereof, without
preference or priority of any kind among them, to the ratable payment of all other
Obligations then due and payable which relate to Loans and Letters of Credit and which are
owing to the Administrative Agent, the Collateral Agent and the Banks;




(f) Sixth, ratably, according to the unpaid termination amounts thereof, to the
payment of all Rate Management Obligations of the Borrower or its Subsidiaries owing to any
Bank (or Affiliate of any Bank), to the extent then due and payable;




(g) Seventh, ratably according to the unpaid amounts thereof, to the payment of
all Obligations owing to the Banks with respect to any Treasury Management Agreements;




(h) Eighth, to the ratable payment of any other Obligations then due and
payable; and




(i) Ninth, any excess after payment in full of all Obligations shall be paid to
the Borrower or to such other Person who may be lawfully entitled to receive such excess.




	9.	 	AGENCY PROVISIONS





9.1. Authorization and Action. Each Bank hereby appoints BOKF to act on its behalf as the
Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and
authorizes each Agent to take such action as agent on its behalf and to exercise such powers under
this Agreement as are delegated to such Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. The duties of each Agent shall be mechanical and administrative in
nature, and neither Agent shall by reason of this Agreement be a trustee or fiduciary for any Bank.
Neither Agent shall have any duties or responsibilities except those expressly set forth herein or
in the Prudential Intercreditor Agreement. As to any matters not expressly provided for by this
Agreement (including enforcement or collection of the Obligations), neither Agent shall not be
required to exercise any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or so refraining from acting) upon the
instructions of the Majority Banks, and such instructions shall be binding upon all Banks and all
holders of Notes; provided, however, that neither Agent shall be required to take any action which
exposes such Agent to personal liability or which is contrary to this Agreement or applicable law.



9.2. Liability of Agents. Neither of the Agents nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or them under or in
connection with this Agreement in the absence of its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, each Agent (1) may treat the
payee of any Note as the holder thereof until such Agent receives written notice of the assignment
or transfer thereof signed by such payee and in form satisfactory to such Agent; (2) may consult
with legal counsel, independent public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants, or experts; (3) makes no warranty or representation to any
Bank and shall not be responsible to any Bank for any statements, warranties, or representations
made in or in connection with this Agreement; (4) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants, or conditions of this
Agreement on the part of the Borrower, or to inspect the Properties (including the books and
records) of the Borrower and its Subsidiaries; (5) shall not be responsible to any Bank for the due
execution, legality, validity, enforceability, genuineness, perfection, sufficiency, or value of
this Agreement or any other instrument or document furnished pursuant thereto; and (6) shall incur
no liability under or in respect of this Agreement by acting upon any notice, consent, certificate,
or other instrument or writing (which may be sent by telegram, telex, or facsimile transmission)
believed by it to be genuine and signed or sent by the proper party or parties.



9.3. Rights of Agent as a Bank. With respect to its Commitment, the Loans made by it and the Note
issued to it, each Agent shall have the same rights and powers under this Agreement as any other
Bank and may exercise the same as though it were not an Agent; and the term “Bank” or “Banks”
shall, unless otherwise expressly indicated, include each Agent in its individual capacity. Each of
the Agents and its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower, any of its
Subsidiaries and any Person who may do business with or own securities of the Borrower or any
Subsidiary, all as if such Agent were not an Agent and without any duty to account therefor to the
Banks.



9.4. Independent Credit Decisions. Each Bank acknowledges that it has, independently and without
reliance upon the Agents or any other Bank and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Bank also acknowledges that it will, independently and without reliance upon either Agent or any
other Bank and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under this Agreement.
Except for notices, reports and other documents and information expressly required to be furnished
to the Administrative Agent by the Borrower or any Subsidiary hereunder or under any other Loan
Document (each of which the Administrative Agent shall promptly upon receipt provide to each Bank),
the Administrative Agent shall have no duty or responsibility to provide any Bank with any credit
or other information concerning the affairs, financial condition or business of the Borrower or any
of its Subsidiaries (or any of their Affiliates) which may come into the possession of the
Administrative Agent or any of its Affiliates.



9.5. Indemnification. The Banks agree to indemnify each of the Agents (to the extent not reimbursed
by the Borrower), ratably according to the respective amounts of their Commitments, from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against either Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by either Agent under this Agreement or any of the other
Loan Documents, provided that no Bank shall be liable for any portion of any of the foregoing
resulting from such Agent’s gross negligence or willful misconduct. Without limitation of the
foregoing, each Bank agrees to reimburse each of the Agents (to the extent not reimbursed by the
Borrower) promptly upon demand for its Pro Rata Share of any out-of-pocket expenses (including
counsel fees) incurred by such Agent in connection with the preparation, administration, or
enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement or
any of the other Loan Documents.



9.6. Successor Agent. Each Agent may resign at any time by giving at least sixty (60) days’ prior
written notice thereof to the Banks and the Borrower and may be removed at any time with cause, but
not without cause, by the Majority Banks. Upon any such resignation or removal, the Majority Banks
shall have the right to appoint a successor Agent. If no successor Agent shall have been so
appointed by the Majority Banks, and shall have accepted such appointment, within forty-five (45)
days after the retiring Agent’s giving of notice of resignation or the Majority Banks’ removal of
the retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a successor Agent,
which shall be a commercial bank organized under the laws of the United States of America or of any
State thereof and having a combined capital and surplus of at least $250,000,000. Upon the
acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations
under this Agreement and the other Loan Documents. After any retiring Agent’s resignation or
removal hereunder as Agent, the provisions of this Section 9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was an Agent under this Agreement.



9.7. Sharing of Payments, Etc. If any Bank shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of setoff, or otherwise) on account of the Note held
by it in excess of its Pro Rata Share of payments on account of the Notes obtained by all the
Banks, such Bank shall purchase from the other Banks such participations in the Notes held by them
as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each
of the other Banks, provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and
each Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery
together with an amount equal to such Bank’s Pro Rata Share (according to the proportion of (1) the
amount of such Bank’s required repayment to (2) the total amount so recovered from the purchasing
Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the
total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from
another Bank pursuant to this Section 9.7 may, to the fullest extent permitted by law, exercise all
its rights of payment (including the right of setoff) with respect to such participation as fully
as if such Bank were the direct creditor of the Borrower in the amount of such participation.



9.8. Collateral and Guaranty Matters.



9.8.1. Each Bank and each other Secured Party (by its acceptance of the benefits of any Lien
encumbering Collateral) acknowledges and agrees that the Collateral Agent has entered into the
Collateral Documents on behalf of itself and the Secured Parties, and the Secured Parties hereby
agree to be bound by the terms of such Collateral Documents, acknowledge receipt of copies of such
Collateral Documents and consent to the rights, powers, remedies, indemnities and exculpations
given to the Collateral Agent thereunder. All rights, powers and remedies available to the
Collateral Agent and the Secured Parties with respect to the Collateral, or otherwise pursuant to
the Collateral Documents, shall be subject to the provisions of such Collateral Documents. Each
Bank and each other Secured Party (by its acceptance of the benefits of any Lien encumbering
Collateral) hereby authorizes the Collateral Agent, at its option and in its discretion, without
the necessity of any notice to or further consent from the Secured Parties:




(a) to release any Lien on any property granted to or held by the Collateral Agent
under any Collateral Document (i) upon termination of the Commitments and payment in full of
all Obligations (other than contingent indemnification obligations) and the expiration or
termination of all Letters of Credit, (ii) that is Transferred or to be Transferred as part
of or in connection with any Transfer permitted hereunder or under any other Loan Document,
or (iii) subject to Sections 7.6 and 11.1, if approved, authorized or ratified in writing by
the Majority Banks;




(b) to take any actions with respect to any Collateral or Collateral Documents which
may be necessary to perfect and maintain Acceptable Security Interests in and Liens upon the
Collateral granted pursuant to the Collateral Documents; and




(c) to take any action in exigent circumstances as may be reasonably necessary to
preserve any rights or privileges of the Secured Parties under the Loan Documents or
applicable legal requirements.



9.8.2. Upon the request of the Collateral Agent at any time, the Secured Parties will confirm
in writing the Collateral Agent’s authority to release particular types or items of Collateral
pursuant to this Section 9.8.



9.8.3. The Borrower (for itself and each of its Subsidiaries) irrevocably appoints the
Collateral Agent as its attorney-in-fact, with full authority to, after the occurrence and during
the continuance of a Matured Default, act for the Borrower and each of its Subsidiaries and in the
name of the Borrower or any Subsidiary to, in the Collateral Agent’s discretion upon the occurrence
and during the continuance of a Matured Default, (i) file one or more financing or continuation
statements, and amendments thereto, relative to all or any part of the Collateral without the
signature of such party where permitted by law, (ii) to receive, endorse, and collect any drafts or
other instruments, documents, and chattel paper which are part of the Collateral, (iii) to ask,
demand, collect, sue for, recover, compromise, receive, and give acquittance and receipts for
moneys due and to become due under or in respect of any of the Collateral, (iv) to file any claims
or take any action or institute any proceedings which the Collateral Agent may reasonably deem
necessary or desirable for the collection of any of the Collateral or otherwise to enforce the
rights of the Collateral Agent with respect to any of the Collateral and (v) if the Borrower or any
Subsidiary fails to perform any covenant contained in this Agreement or the other Collateral
Documents after the expiration of any applicable grace periods, the Collateral Agent may itself
perform, or cause performance of, such covenant, and the Borrower shall pay for the expenses of the
Collateral Agent incurred in connection therewith. The power of attorney granted hereby is coupled
with an interest and is irrevocable.



9.8.4. The powers conferred on the Collateral Agent under this Agreement and the other
Collateral Documents are solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers. Beyond the safe custody thereof, the Collateral Agent
and each Secured Party shall have no duty with respect to any Collateral in its possession or
control (or in the possession or control of any agent or bailee) or with respect to any income
thereon or the preservation of rights against prior parties or any other rights pertaining thereto.
The Collateral Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which the Collateral Agent accords its own property. None of the
Administrative Agent, the Collateral Agent, any Bank or any other Secured Party shall be liable or
responsible for any loss or damage to any of the Collateral, or for any diminution in the value
thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency,
consignee, broker or other agent or bailee selected by Borrower or selected by the Administrative
Agent or the Collateral Agent in good faith.



9.8.5. The rights, duties, protections and immunities afforded to the Collateral Agent under
the terms of the Prudential Intercreditor Agreement are in addition to the rights, duties,
protections and immunities applicable to the Collateral Agent under the terms of this Section 9.
In the event of any irreconcilable conflict between the provisions of this Agreement and the
provisions of the Prudential Intercreditor Agreement with respect to the rights, duties, protection
and immunities of the Collateral Agent, the provisions of the Prudential Intercreditor Agreement
shall govern.



9.9. No Other Duties. Anything herein to the contrary notwithstanding, the Joint Lead Arrangers
and the Documentation Agent listed on the cover page hereof shall not have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as a Bank.




	10.	 	ASSIGNMENTS AND PARTICIPATIONS





10.1. Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon
and inure to the benefit of the Borrower and the Banks and their respective successors and assigns
permitted hereby, except that (i) the Borrower shall not have the right to assign its rights or
obligations under the Loan Documents without the prior written consent of each Bank, (ii) any
assignment by any Bank must be made in compliance with Section 10.3, and (iii) any transfer by
Participation must be made in compliance with Section 10.2. Any attempted assignment or transfer by
any party not made in compliance with this Section 10.1 shall be null and void, unless such
attempted assignment or transfer is treated as a participation in accordance with Section 10.3.2.
The parties to this Agreement acknowledge that clause (ii) of this Section 10.1 relates only to
absolute assignments and this Section 10.1 does not prohibit assignments creating security
interests, including, without limitation, (x) any pledge or assignment by any Bank of all or any
portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the
case of a Bank which is an Approved Fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its obligations to its
trustee; provided, however, that no such pledge or assignment creating a security interest shall
release the transferor Bank from its obligations hereunder unless and until the parties thereto
have complied with the provisions of Section 10.3. The Administrative Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and
until such Person complies with Section 10.3; provided, however, that the Administrative Agent may
in its discretion (but shall not be required to) follow instructions from the Person which made any
Loan or which holds any Note to direct payments relating to such Loan or Note to another Person.
Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be
bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of
any Person, who at the time of making such request or giving such authority or consent is the owner
of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be
conclusive and binding on any subsequent holder or assignee of the rights to such Loan.



10.2. Participations.



10.2.1. Any Bank may, without the consent of Borrower but with the consent of Agent, at any
time sell to one or more banks or other entities (“Participants”) participating interests in any
Loan owing to such Bank, any Note held by such Bank, any Commitment of such Bank or any other
interest of such Bank under the Loan Documents. In the event of any such sale by a Bank of
participating interests to a Participant, such Bank’s obligations under the Loan Documents shall
remain unchanged, such Bank shall remain solely responsible to the other parties hereto for the
performance of such obligations, such Bank shall remain the owner of its Loans and the holder of
any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts
payable by the Borrower under this Agreement shall be determined as if such Bank had not sold such
participating interests, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Bank in connection with such Bank’s rights and obligations under the
Loan Documents.



10.2.2. Each Bank shall retain the sole right to approve, without the consent of any
Participant, any amendment, modification or waiver of any provision of the Loan Documents other
than any amendment, modification or waiver with respect to any Loan or Commitment in which such
Participant has an interest which would require consent of all of the Banks.



10.2.3. The Borrower agrees that each Participant shall be deemed to have the right of setoff
provided in Section 8.2 in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest were owing directly to
it as a Bank under the Loan Documents, provided that each Bank shall retain the right of setoff
provided in Section 8.2 with respect to the amount of participating interests sold to each
Participant. The Banks agree to share with each Participant, and each Participant, by exercising
the right of setoff provided in Section 8.2, agrees to share with each Bank, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with
Section 8.2as if each Participant were a Bank. The Borrower further agrees that each Participant
shall be entitled to the benefits of Sections 2.17, 2.18 and 2.19 to the same extent as if it were
a Bank and had acquired its interest by assignment pursuant to Section 10.3, provided that a
Participant shall not be entitled to receive any greater payment under Sections 2.17, 2.18 and 2.19
than the Bank who sold the participating interest to such Participant would have received had it
retained such interest for its own account, unless the sale of such interest to such Participant is
made with the prior written consent of the Borrower.



10.3. Assignments.



10.3.1. Any Bank may at any time assign to one or more banks or other entities (“Purchasers”)
all or any part of its rights and obligations under the Loan Documents. Such assignment shall be in
the form of an Assignment and Assumption and shall be accompanied by an executed supplement to the
Prudential Intercreditor Agreement in the form of Attachment A to the Prudential Intercreditor
Agreement. Each such assignment with respect to a Purchaser which is not a Bank or an Affiliate of
a Bank shall either be in an amount equal to the entire applicable Commitment and Loans of the
assigning Bank or (unless each of the Borrower and the Administrative Agent otherwise consents) be
in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the
Commitment or outstanding Loans (if the Commitment has been terminated) subject to the assignment,
determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is
specified in the assignment.



10.3.2. The consent of the Borrower shall be required prior to an assignment becoming
effective unless the Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund; provided that
the consent of the Borrower shall not be required if a Default or Matured Default has occurred and
is continuing. The consent of the Administrative Agent shall be required prior to an assignment
becoming effective unless the Purchaser is a Bank, an Affiliate of a Bank or an Approved Fund. Any
consent required under this Section 10.3.2 shall not be unreasonably withheld or delayed.



10.3.3. Upon (i) delivery to the Administrative Agent of an Assignment and Assumption,
together with an executed supplement to the Prudential Intercreditor Agreement in the form of
Attachment A to the Prudential Intercreditor Agreement and any consents required by Sections 10.3.1
and 10.3.2, and (ii) payment of $3,500 fee to the Administrative Agent for processing such
assignment (unless such fee is waived by the Administrative Agent), such assignment shall become
effective on the effective date specified in such Assignment and Assumption. The assignment shall
contain a representation by the Purchaser to the effect that none of the consideration used to make
the purchase of the Commitment and Loans under the applicable Assignment and Assumption constitutes
“plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and
under the Loan Documents will not be “plan assets” under ERISA, unless an exemption from the
prohibited transaction provisions of ERISA and the Code is available. On and after the effective
date of such assignment, such Purchaser shall for all purposes be a Bank party to this Agreement
and any other Loan Document executed by or on behalf of the Banks and shall have all the rights and
obligations of a Bank under the Loan Documents, to the same extent as if it were an original party
thereto, and the transferor Bank shall be released with respect to the Commitment and Loans
assigned to such Purchaser without any further consent or action by the Borrower, the Banks or the
Administrative Agent. In the case of an assignment covering all of the assigning Bank’s rights and
obligations under this Agreement, such Bank shall cease to be a Bank hereunder but shall continue
to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other
Loan Documents which survive payment of the Obligations and termination of the applicable
agreement. Any assignment or transfer by a Bank of rights or obligations under this Agreement that
does not comply with this Section 10.3 shall be treated for purposes of this Agreement as a sale by
such Bank of a participation in such rights and obligations in accordance with Section 10.2. Upon
the consummation of any assignment to a Purchaser pursuant to this Section 10.3.3, the transferor
Bank, the Administrative Agent and the Borrower shall, if the transferor Bank or the Purchaser
desires that its Loans be evidenced by Notes, make appropriate arrangements so that new Notes or,
as appropriate, replacement Notes are issued to such transferor Bank and new Notes or, as
appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts
reflecting their respective Commitments, as adjusted pursuant to such assignment.



10.3.4. The Administrative Agent, acting solely for this purpose as an agent of the Borrower,
shall maintain at one of its offices in Tulsa, Oklahoma a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the Banks, and the
Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be conclusive, and the
Borrower, the Administrative Agent and the Banks may treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by the
Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.



10.4. Replacement of Banks. If (i) a Bank (a “Non-Consenting Bank”) does not consent to a proposed
change, waiver, discharge or termination with respect to any Loan Document that has been approved
by the Majority Banks as provided in Section 11.1 but requires unanimous consent of all Banks or,
as applicable, all Banks directly affected thereby, or (ii) any Bank is a Defaulting Bank, then the
Borrower may, at its sole expense and effort, upon notice to such Bank and the Administrative
Agent, require such Bank to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.1), all of its interests,
rights and obligations under this Agreement and the related Loan Documents to an assignee that
shall assume such obligations (which assignee may be another Bank, if a Bank accepts such
assignment), provided that:




(a) the Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.3.3;




(b) such Bank shall have received payment of an amount equal to its Pro Rata Share of
the outstanding Revolving Credit Loans, L/C Obligations and Swing Line Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and under the
other Loan Documents including any amounts under Section 2.19) from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts);




(c) such assignment does not conflict with applicable Laws; and




(d) in the case of any such assignment resulting from a Non-Consenting Bank’s failure
to consent to a proposed change, waiver, discharge or termination with respect to any Loan
Document, the applicable replacement bank or financial institution shall have consented to
the proposed change, waiver, discharge or termination.



The failure by any Non-Consenting Bank or Defaulting Bank to execute and deliver an Assignment and
Assumption shall not impair the validity of the removal of such Bank and the mandatory assignment
of such Bank’s portion of the outstanding Revolving Credit Loans, L/C Obligations and Swing Line
Loans pursuant to this Section 10.4 shall nevertheless be effective without the execution by such
Bank of an Assignment and Assumption.



A Bank shall not be required to make any such assignment or delegation if, prior thereto, as a
result of a waiver by such Bank or otherwise, the circumstances entitling the Borrower to require
such assignment and delegation cease to apply.



10.5. Disclosure of Information. The Borrower authorizes each Bank to disclose to any Participant
or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law
(each a “Transferee”) and any prospective Transferee any and all information in such Bank’s
possession concerning the creditworthiness of the Borrower and its Subsidiaries.




	11.	 	MISCELLANEOUS





11.1. Amendments, Etc. No amendment, modification, termination, or waiver of any provision of any
Loan Document to which the Borrower is a party, nor consent to any departure by the Borrower from
any Loan Document to which it is a party, shall in any event be effective unless the same shall be
in writing and signed by the Majority Banks, 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 all the Banks,
do any of the following: (1) waive any of the conditions precedent specified in Section 3;
(2) increase the Commitments of the Banks or subject the Banks to any additional obligations;
(3) increase any percentage appearing in the definition of Borrowing Base in Section 1.1; (4)
reduce the principal of, or interest on, the Notes, any L/C Obligations or any fees hereunder;
(5) postpone any date fixed for any payment of principal of, or interest on, the Notes, any L/C
Obligations or any fees hereunder; (6) release any of the Guarantors from the Guaranty; (7) release
all or any substantial portion of the Collateral or subordinate all or any substantial portion of
the Collateral to the Liens held by any other Person; (8) change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Notes or the number of Banks which shall be
required for the Banks or any of them to take action hereunder; (9) amend the provisions of Section
8.4; or (10) amend, modify or waive any provision of this Section 11.1; and provided
further that (i) no amendment, waiver, or consent shall, unless in writing and signed by
the affected Agent or the L/C Issuer (in addition to the Banks required above to take such action)
affect the rights or duties of the Administrative Agent, the Collateral Agent or the L/C Issuer
under any of the Loan Documents, and (ii) no Defaulting Bank shall have any right to approve or
disapprove any amendment, waiver or consent hereunder, except that the Commitment of such
Defaulting Bank may not be increased or extended without the consent of such Defaulting Bank.



11.2. Notices, Etc. All notices and other communications provided for under this Agreement and
under the other Loan Documents to which the Borrower is a party shall be in writing (including
telegraphic, telex, and facsimile transmissions) and mailed or transmitted or delivered, at the
addresses set forth on the respective signature pages hereto; or, as to each party, at such other
address as shall be designated by such party in a written notice to all other parties complying as
to delivery with the terms of this Section 11.2. Except as is otherwise provided in this Agreement,
all such notices and communications shall be effective when deposited in the mails or delivered to
the telegraph company, or sent, answerback received, respectively, addressed as aforesaid, except
that notices to the Administrative Agent pursuant to the provisions of Section 2 shall not be
effective until received by the Administrative Agent.



11.3. No Waiver. No failure or delay on the part of any Bank or the Administrative Agent in
exercising any right, power, or remedy hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right, power, or remedy preclude any other or further
exercise thereof or the exercise of any other right, power, or remedy hereunder. The rights and
remedies provided herein are cumulative, and are not exclusive of any other rights, powers,
privileges, or remedies, now or hereafter existing, at law or in equity or otherwise.



11.4. Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the
Borrower, each Bank and each Agent and their respective successors and assigns, except that the
Borrower may not assign or transfer any of its rights under any Loan Document to which the Borrower
is a party without the prior written consent of all the Banks.



11.5. Costs, Expenses and Taxes. The Borrower agrees to pay on demand (i) all out-of-pocket
expenses reasonably incurred by the Administrative Agent, the Collateral Agent and the L/C Issuer
in connection with the preparation, execution, delivery, filing, and administration of the Loan
Documents, and of any amendment, modification, or supplement to the Loan Documents, including the
fees and out-of-pocket expenses of counsel for either Agent incurred in connection with advising
such Agent or any of the Banks as to their rights and responsibilities hereunder, (ii) all
out-of-pocket expenses reasonably incurred by the L/C Issuer in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and
(iii) all out-of-pocket expenses reasonably incurred by either Agent or the L/C Issuer (including
the fees, charges and disbursements of counsel for either Agent or the L/C Issuer) in connection
with the enforcement or protection of its rights in connection with this Agreement and the other
Loan Documents, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of the outstanding Loans or Letters of Credit. The
foregoing costs and expenses shall include the fees and charges of the Vehicle Title Service
Company, all search, filing, recording, title insurance, appraisal, and environmental assessment
fees and charges (and all taxes related thereto), and other out-of-pocket expenses incurred by
either Agent or the L/C Issuer. The Borrower also agrees to pay all such costs and expenses,
including court costs, incurred by any Bank in connection with enforcement of the Loan Documents,
or any amendment, modification, or supplement thereto, whether by negotiation, legal proceedings,
or otherwise. In addition, the Borrower shall pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the executing, delivery, filing, and
recording of any of the Loan Documents and the other documents to be delivered under any such Loan
Documents, and agrees to hold each Agent and each Bank harmless from and against any and all
liabilities with respect to or resulting from any delay in paying or failing to pay such taxes and
fees. The provisions of this Section 11.5 shall survive termination of this Agreement.



11.6. Integration. This Agreement and the Loan Documents contain the entire agreement between the
parties relating to the subject matter hereof and supersede all oral statements and prior writings
with respect thereto.



11.7. Indemnity. The Borrower hereby agrees to defend and indemnify each Agent, the L/C Issuer, the
Swing Line Lender and each Bank and each Affiliate of each of the foregoing, and the partners,
directors, officers, employees, agents, trustees, administrators, managers, advisors and
representatives of any of the foregoing Persons (each such Person being called an
"Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, penalties, incremental taxes, liabilities and related expenses, including the fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument contemplated thereby, the
performance by the parties hereto of their respective obligations hereunder or thereunder, or the
consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit
or the use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for
payment under a Letter of Credit if the documents presented in connection with such demand do not
strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the Borrower or any of
its Subsidiaries, or any liability under any Environmental and Safety Laws related in any way to
the Borrower or any of its Subsidiaries, and (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, penalties, liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross
negligence or willful misconduct of such Indemnitee. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE
INTENTION OF THE BORROWER, AND THE BORROWER AGREES THAT, THE FOREGOING INDEMNITIES SHALL APPLY TO
EACH INDEMNITEE WITH RESPECT TO LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED
EXPENSES (INCLUDING ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR), WHICH IN WHOLE OR IN PART
ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNITEE. The provisions
of this Section 11.7 shall survive termination of this Agreement.



11.8. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance
with, the laws of the State of Oklahoma.



11.9. Severability of Provisions. Any provision of any Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any other jurisdiction.



11.10. Counterparts. This Agreement may be executed in any number of counterparts and by different
parties to this Agreement in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same Agreement.
Borrower agrees that telefaxed or scanned Loan Documents evidencing execution shall be deemed
originals.



11.11. Headings. Section headings in the Loan Documents are included in such Loan Documents for the
convenience of reference only and shall not constitute a part of the applicable Loan Documents for
any other purpose.



11.12. Jury Trial Waiver. THE BORROWER, EACH BANK AND EACH AGENT HEREBY WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY,
ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS. NO OFFICER OF ANY
BANK OR AGENT HAS AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.



11.13. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification
hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the
arranging and other services regarding this Agreement provided by the Banks are arm’s-length
commercial transactions between the Borrower and its Affiliates, on the one hand, and the Banks, on
the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents; (ii) (A) each of the Banks is and has been acting solely as
a principal and, except as expressly agreed in writing by the relevant parties, has not been, is
not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its
Affiliates, or any other Person, and (B) no Bank has any obligation to the Borrower or any of its
Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; and (iii) each of the Banks and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from
those of the Borrower and its Affiliates, and no Bank has any obligation to disclose any of such
interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower
hereby waives and releases any claims that it may have against any of the Banks with respect to any
breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.



11.14. Release. The Borrower, for itself and each and all of its officers, employees, agents,
shareholders, directors, successors and assigns, does hereby fully, unconditionally and irrevocably
waive and release each Agent and each Bank, and each of their respective officers, employees,
agents, directors, shareholders, affiliates, attorneys, successors and assigns (each, a “Released
Party”), of and from any and all claims, liabilities, obligations, causes of action, defenses,
counterclaims and setoffs, of any kind, whether known or unknown and whether in contract, tort,
statute or under any other legal theory, arising out of or relating to any act or omission by the
Administrative Agent, the Collateral Agent, any Bank or any other Released Party on or before the
Effective Date.



11.15. USA Patriot Act Notification. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW
ACCOUNT. To help the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record information that
identifies each person or entity that opens an account, including any deposit account, treasury
management account, loan, other extension of credit, or other financial services product. What this
means for Borrower: When Borrower opens an account, if Borrower is an individual, Bank will ask for
Borrower’s name, taxpayer identification number, residential address, date of birth, and other
information that will allow Bank to identify Borrower, and, if Borrower is not an individual, Bank
will ask for Borrower’s name, taxpayer identification number, business address, and other
information that will allow Bank to identify Borrower. Bank may also ask, if Borrower is an
individual, to see Borrower’s driver’s license or other identifying documents, and, if Borrower is
not an individual, to see Borrower’s legal organizational documents or other identifying documents.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

SIGNATURES APPEARS ON FOLLOWING PAGES]




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first written.




SAIA, INC.




By:

James A. Darby,

Vice President – Finance,

Chief Financial Officer and Secretary




1




BOKF, NA dba BANK OF OKLAHOMA, as Administrative Agent




and Collateral Agent and as a Bank




By:

Daniel A. Hughes, Senior Vice President





Commitment: $40,000,000



2




SUNTRUST BANK, as Documentation Agent and as a Bank




By


Chris Hursey, Portfolio Manager




Commitment: $40,000,000




BANK OF AMERICA, N.A.




By


Kyle Craig, Vice President




Commitment: $38,000,000




JPMORGAN CHASE BANK, N.A.




By:

John A. Horst, Credit Executive




Commitment: $32,000,000PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pricing Level

	 	Leverage Ratio
	 	LIBOR Rate Margin
	 	Base Rate Margin
	 	Unused Portion Fee
	 	Letter of Credit Fee

	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	I

	 	=1.50x
	 	 	2.000	%	 	 	0.000	%	 	 	0.250	%	 	 	2.125	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	II

	 	>1.50x but =2.00x
	 	 	2.250	%	 	 	0.000	%	 	 	0.275	%	 	 	2.375	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	III

	 	>2.00x but =2.50x
	 	 	2.500	%	 	 	0.250	%	 	 	0.300	%	 	 	2.625	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	IV

	 	>2.50x but <3.50x
	 	 	2.750	%	 	 	0.500	%	 	 	0.325	%	 	 	2.875	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	V

	 	=3.50x
	 	 	3.000	%	 	 	0.750	%	 	 	0.350	%	 	 	3.125	%
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






The foregoing shall be recalculated on not less than a quarterly basis, on the date on which
the Administrative Agent is in full receipt of the Borrower’s most recent financial statements
(and, in the case of the year-end financial statements, audit report) for the fiscal quarter then
ended, pursuant to Section 5.1 (“Pricing Date”). The applicable Pricing Level shall be established
based on the Leverage Ratio for the most recently completed fiscal quarter and shall remain in
effect until the next Pricing Date. From the Effective Date to the first Pricing Date, Pricing
Level III shall apply. If the Borrower has not delivered its financial statements by the date such
financial statements (and, in the case of the year-end financial statements, audit report) are
required to be delivered under Section 5.1 hereof, until such financial statements and audit report
are delivered, Pricing Level V shall apply. If the Borrower subsequently delivers such financial
statements before the next Pricing Date, the Pricing Level established by such late delivered
financial statements shall take effect from the date of delivery until the next Pricing Date. In
all other circumstances, the Pricing Level established by such financial statements shall be in
effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by
such financial statements until the next Pricing Date. Each determination of the Pricing Level
made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding
on the Borrower and the Banks if reasonably determined.




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