Exhibit
      10.5 

    


    SUBORDINATED
      REVOLVING 

    LINE
      OF CREDIT AGREEMENT

     

    This
      Subordinated Revolving Line of Credit Agreement dated as of October 4, 2007
      (this “Agreement”)
      is
      entered into by and between FMG Acquisition Corp., a Delaware corporation
      (“Borrower”),
      and
      FMG Investors LLC, a Connecticut limited liability company (“Lender”),
      with
      reference to the following facts. 

     

    (a)  Borrower
      has been organized for the purpose of effecting a merger, capital stock
      exchange, asset acquisition or other similar business combination with an
      operating business (a “Business
      Combination”).
      

     

    (b)  Borrower
      proposes to: (a) make a public offering (the “Public
      Offering”)
      of its
      securities pursuant to a registration statement (the “Registration
      Statement”)
      filed
      with and to be declared effective by the Securities and Exchange Commission
      (the
“SEC”);
      (b) deposit the proceeds from the Public Offering into a trust account (the
“Trust
      Account”)
      for
      the benefit of the purchasers of securities in the Public Offering, net of
      offering costs, underwriting discounts and $1,200,000 of interest earned on
      such
      proceeds, together with $100,000 to be held outside of the Trust Account, to
      be
      used for general corporate purposes (such $1,300,000, the “Non-Trust Funds”), to
      be held and disbursed in accordance with the terms of the Investment Management
      Trust Agreement to be entered into between Borrower and Continental Stock
      Transfer & Trust Company as trustee (the “Trust
      Agreement”);
      and
      (c) utilize the funds in the Trust Account in connection with a Business
      Combination. 

     

    (c)  
      Borrower may need funds (i) to pay costs and expenses prior to consummation
      of a
      Business Combination or (ii) to pay costs, expenses and claims in connection
      with Borrower’s dissolution and the liquidation of Borrower and the Trust
      Account to its public stockholders.

     

    (d)  On
      the terms and subject to the conditions set forth in this Agreement, Lender
      is
      willing to make available to Borrower a revolving line of credit to pay certain
      costs and expenses that may arise prior to a Business Combination or to pay
      costs, expenses and claims in connection with Borrower’s dissolution and the
      liquidation of the Trust Account to its public stockholders (the “Loan”).
      

      

    1.  The
      Loan 

     

    1.1  If
      the Non-Trust Funds are insufficient for the Borrower’s working capital purposes
      (including the payment of costs, expenses and claims in connection with
      Borrower’s dissolution and the liquidation of Borrower and the distribution of
      the Trust Account to its public stockholders), then Lender agrees to make
      advances to Borrower, and Borrower agrees to repay such advances, from time
      to
      time in accordance with the terms and conditions of this Agreement and the
      form
      of revolving promissory note attached hereto as Exhibit A (the
“Note”);
      provided, however, that notwithstanding anything to the contrary in this
      Agreement, at no time shall the aggregate of all advances and readvances
      outstanding under the Loan at any time exceed $250,000.

    


    This
      Agreement and the Note are each sometimes referred to in this Agreement
      individually as a “Loan
      Document,”
and
      are sometimes collectively referred to as the “Loan
      Documents.”
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              1.2  Lender’s
                obligation to make advances shall expire upon the first to occur
                of the
                following:

            


    

     

    
      	
            	1.2.1	
              Upon
                a material breach or default of any representation, warranty or agreement
                of Borrower that is not cured or corrected within 20 days of notice
                of
                such breach from Lender; 

            


    

       

    
      	
            	1.2.2	
              Upon
                consummation of a Business
                Combination;

            


    

     

    1.2.3  If
      no Business Combination is consummated, after the completion of the liquidation
      of the Trust Account and Borrower’s completed and fully implemented dissolution
      and distribution;

     

    1.2.4
      Thirty days after Borrower provides written notice to Lender of its termination
      of this Agreement and the Loan facility, and the payment of all amounts due
      hereunder to Lender. 

     

    2.  Conditions
      of Advances.  Upon
      reasonable advance request from Borrower, Lender shall make advances to or
      as
      directed by Borrower, provided that each and all of the following conditions
      is
      satisfied: 

    

      
        	
              	2.1	
                Borrower
                  shall have executed and delivered the Note to Lender, as
                  applicable;

              


      

       

      
        	
              	2.2	
                The
                  aggregate amount of outstanding advances following such advance
                  shall not
                  exceed $250,000;

              


      

    

     

    
      2.3The
        representations and warranties of Borrower in the Loan Documents shall be
        true
        and correct in all material respects; 

    

    

      
        	
              	2.4	
                Borrower
                  shall have complied in all material respects with each of its agreements
                  in the Loan Documents; 

              


      

       

      
        	
              	2.5	
                The
                  advances shall be used only for such purposes as are set forth
                  in
                  Section 4.1 of this Agreement;
                  and

              


      

      


      
        	
              	2.6	
                Borrower
                  shall have completed the Public
                  Offering.

              


      

    

     

    3.  Borrower
      Representations 

    

      3.1  Borrower
        represents and warrants as follows:

    

     

    3.1.1  Borrower
      has full power and authority to execute and deliver this Agreement and the
      other
      Loan Documents to be executed and delivered by it pursuant hereto and to perform
      its obligations hereunder and thereunder. This Agreement and such Loan Documents
      constitute the valid and legally binding obligations of the Borrower and are
      enforceable against Borrower in accordance with their terms. 

     

    3.1.2  Neither
      the execution and the delivery of the Loan Documents by Borrower, nor the
      consummation of the transactions contemplated by the Loan Documents,
      nor the borrowing by Borrower, will (a) violate any constitution,
      statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
      or other restriction of any government, governmental agency, or court to which
      Borrower is subject or any provision of the Amended and Restated Certificate
      of
      Incorporation or Bylaws of Borrower, or (b) conflict with, result in a
      breach of, constitute a default under, result in the acceleration of, create
      in
      any entity or natural person (each, a “Person”)
      the
      right to accelerate, terminate, modify, or cancel, any agreement, contract,
      lease, license, instrument, or other arrangement to which Borrower is a party
      or
      by which it is bound or to which any of its assets are subject (or result in
      the
      imposition of any security interest upon any of its assets), in each case other
      than where such violation, conflict, breach, default, acceleration or creation
      of right would not reasonably be expected to have a material adverse effect
      on
      the ability of Borrower to repay amounts due under the Note in accordance with
      the terms of the Loan Documents. (a “Material
      Adverse Effect”).
      


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1.3  Borrower
      does not need to give any notice to, make any filing with, or obtain any
      authorization, permit, certificate, registration, consent, approval or order
      of
      any government or governmental agency in order for the parties to consummate
      the
      transactions contemplated by this Agreement, except where the failure would
      not
      reasonably be expected to have a Material Adverse Effect. 

     

    3.1.4  The
      conditions to the obligation of Lender to make the advance, as set forth in
      Section 2, shall be satisfied. 

     

    3.2  Each
      and every representation and warranty made by Borrower in this Agreement shall
      be deemed renewed and remade upon the making of each and every advance or
      readvance under the Note that Lender may make. 

     

    4.  Borrower
      Covenants.  For
      as long as Lender shall have a commitment to make advances or there shall be
      any
      outstanding balance on the Loan, without the prior consent of Lender, Borrower
      shall: 

     

    4.1  use
      the proceeds of any advance made hereunder only for (i) ordinary and reasonable
      operating costs and expenses during the period Borrower seeks to identify,
      investigate, negotiate and consummate a Business Combination, including
      Borrower’s reporting obligations with the SEC, the audit and review of
      Borrower’s financial statements, identifying and investigating potential targets
      for a Business Combination, deposits, down payments or funding of “no-shop”
provisions in connection with a particular Business Combination, negotiating
      and
      closing the Business Combination, legal and other professional fees and
      expenses, fees, salaries and compensation for directors, officers, employees,
      consultants and advisors, and insurance premiums or (ii) to pay claims of
      vendors, prospective target businesses or other entities related to 4.1(i)
      and
      any costs or expenses incurred in connection with Borrower’s dissolution and the
      liquidation of Borrower and the distribution of the Trust Account to its public
      stockholders; 

     

     
      4.2  not declare or pay any dividend or distribution with respect to,
      or repurchase or redeem any shares of, the capital stock of Borrower, provided
      that this shall not prohibit payments from the Trust Account to stockholders
      of
      Borrower in accordance with the Trust Agreement; 

     

    4.3  not
      engage in any business other than identifying, investigating, negotiating and
      closing a Business Combination; 

     

    4.4  not
      make any material capital expenditure or purchase any material property or
      asset
      (other than office supplies and equipment); and 

     

    4.5  upon
      request of Lender, provide to Lender copies of all filings with the Securities
      and Exchange Commission. 

    


    5.  No
      Recourse to Trust Account 

     

    Lender,
      on behalf of itself and its successors and assigns, hereby acknowledges and
      agrees that under no circumstance shall Lender have any right, title or interest
      in or to any of the funds in the Trust Account, notwithstanding the fact that
      such funds were received for the purchase and sale of securities of Borrower,
      or
      any funds distributed from the Trust Account other than in a Business
      Combination Distribution (as defined below), and that their sole recourse for
      repayment of any and all amounts due under the Note shall be against the assets
      or properties of Borrower never deposited into the Trust Account or distributed
      to Borrower from the Trust Account in a Business Combination Distribution.
      Lender hereby irrevocably waives any claim it might have to funds in the Trust
      Account, and any funds distributed from the Trust Account other than in a
      Business Combination Distribution, at law or in equity, agree not to make any
      such claim, and agree to indemnify and hold Borrower harmless from any such
      claim made by or on behalf of Lender. For purposes of this Section 5, a
“Business
      Combination Distribution”
means
      a
      distribution from the Trust Account in connection with the consummation of
      a
      Business Combination pursuant to the Trust Agreement. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  Events
      of Default.  The
      occurrence of any of the following shall constitute an event of default (an
      “Event
      of Default”)
      hereunder and under each and every other Loan Document: 

     

    6.1  The
      Borrower shall fail to pay any principal or any other amount as and when due
      and
      payable under any Loan Document; 

     

    6.2  Any
      representation or warranty which is made or deemed made in any Loan Document
      by
      the Borrower shall prove to have been incorrect or misleading in any material
      respect on or as of the date made or deemed made or remade; 

     

    6.3  The
      Borrower shall fail to perform or observe any term, provision, covenant, or
      agreement contained in any Loan Document to be performed or observed by the
      Borrower (other than any payment obligation) and such failure shall continue
      more than 20 days after notice thereof from Lender; 

     

    6.4  The
      Borrower shall (a) generally not, or be unable to, or admit in writing its
      inability to, pay its debts as such debts become due, only after the Company
      has
      borrowed the entire $250,000 pursuant hereto; or (b) make an assignment for
      the benefit of creditors, or petition or apply to any tribunal for the
      appointment of a custodian, receiver, or trustee for it or a substantial part
      of
      its assets; or (c) commence any proceeding under any bankruptcy,
      reorganization, arrangement, readjustment of debt, dissolution, or liquidation
      law or statute of any jurisdiction, whether now or hereafter in effect; or
      (d) have any such petition or application filed or any such proceeding
      commenced against it in which an order for relief is entered or adjudication
      or
      appointment is made and which remains undismissed for a period of 30 days or
      more; or (e) by any act or omission to act indicate consent to, approval
      of, or acquiescence in any such petition, application, or proceeding, or order
      for relief, or the appointment of a custodian, receiver or trustee for all
      or
      any such substantial part of its properties; or (f) suffer any such
      custodianship, receivership, or trusteeship for all or any substantial part
      of
      its properties; or (g) suffer any such custodianship, receivership, or
      trusteeship to continue undischarged for a period of 30 days or more;
provided,
      however,
      that
      the adoption of a plan of dissolution and distribution and its implementation
      by
      the Borrower’s Board of Directors due to the failure of Borrower to complete a
      Business Combination shall not in any instance be deemed an Event of Default
      hereunder; or

      

    6.5  At
      any time after execution and delivery of this Agreement, and whether or not
      due
      to any fault of Lender, any Loan Document shall cease to be in full force and
      effect and enforceable in accordance with its terms, or shall be declared null
      and void. 

     

    7.  Consequences
      of Default.  If
      an Event of Default shall occur, Lender: 

    

      7.1  shall
        have no further obligation to make advances under the Loan Documents;
        and

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7.2  may
      declare the Note and all amounts payable under this Agreement and any other
      Loan
      Document to be forthwith due and payable, whereupon the Note and all such
      amounts 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 Borrower. 

     

    8.  Miscellaneous
      Provisions 

     

    8.1  Notices.  All
      notices, requests, demands and other communications (collectively, “Notices”)
      given
      pursuant to this Agreement shall be in writing, and shall be delivered by
      personal service, courier, facsimile transmission or by United States first
      class, registered or certified mail, addressed to the following addresses:
      

    


    
      	
              If
                to Borrower: 

            	
               

            	
              FMG
                Acquisition Corp.

            
	
               
                

            	
               

            	
              Four
                Forest Park

            
	
               
                

            	
               

            	
              Famington,
                CT 06032

            
	
               
                

            	
               

            	
              Facsimile:
                (860)
                674-1163

            
	
               

            	
               

            	
               

            
	
              If
                to Lender: 

            	
               

            	
              FMG
                Investors LLC

            
	
               
                

            	
               

            	
              Four
                Forest Park

            
	
               
                

            	
               

            	
              Famington,
                CT 06032

            
	
               
                

            	
               

            	
              Facsimile:
                (860)
                674-1163 

            


    

         

    Any
      Notice, other than a Notice sent by registered or certified mail, shall be
      effective when received; a Notice sent by registered or certified mail, postage
      prepaid return receipt requested, shall be effective on the earlier of when
      received or the third day following deposit in the United States mails (or
      on
      the seventh day if sent to or from an address outside the United States). Any
      party may from time to time change its address for further Notices hereunder
      by
      giving notice to the other party in the manner prescribed in this Section.
      

     

    8.2  No
      Waivers; Remedies Cumulative.
      No
      failure or delay by a party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies provided herein
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.


     

    8.3  Amendments
      and Waivers.
      Any
      provision of this Agreement may be amended or waived if, but only if, such
      amendment or waiver is in writing and is signed by Borrower and Lender.


     

    8.4  Successors
      and Assigns.
      Borrower may not assign its right or duties hereunder without the prior written
      consent of Lender, which consent Lender may deny, withhold or delay in its
      sole
      and absolute discretion. 

     

    8.5  Governing
      Law.
      This
      Agreement has been made and entered into in the State of Delaware and shall
      be
      construed in accordance with the laws of the State of Delaware without giving
      effect to the principles of conflicts of law thereof.

     

    8.6  Prior
      Understandings.
      This
      Agreement supersedes all prior understandings and agreements (whether written,
      oral or otherwise) pertaining to the subject matter hereof, and constitutes
      the
      entire agreement between the parties hereto relating to the subject matter
      hereof and the transactions provided for herein. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      

    8.7  Counterparts.
      This
      Agreement may be executed in any number of counterparts each of which shall
      be
      deemed an original and all of which shall constitute one and the same agreement
      with the same effect as if all parties had signed the same signature page.
      The
      parties shall accept facsimile signatures as the equivalent of original ones.
      

     

    8.8  Severability.
      If any
      provision of this Agreement or the application of such provision to any Person
      or circumstance will be held invalid, the remainder of this Agreement or the
      application of such provision to Persons or circumstances other than those
      to
      which it is held invalid will not be affected thereby. 

     

    8.9  Additional
      Documents and Acts.
      Borrower shall execute and deliver such additional documents and instruments
      and
      shall perform such additional acts as may be necessary or appropriate to
      effectuate, carry out and perform all of the terms, provisions, and conditions
      of this Agreement and the transactions contemplated by this Agreement.


     

    8.10  Survival.
      All
      indemnities, rights, remedies, representations and warranties contained herein
      shall survive the expiration or termination of this Agreement, and no
      termination or expiration hereof shall relieve either party from liability
      for
      any breach of this Agreement. 

     

    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement to
      one
      another as of the date first above written.

     

    
      	
              BORROWER:

            	 	
              FMG
                ACQUISITION CORP.

            
	 	 	 
	 	
              By:

            	
              /s/
                Gordon Pratt

            
	 	 	
              Gordon
                Pratt

            
	 	 	
              Chief
                Executive Officer

            
	 	 	 
	
              LENDER:

            	 	
              FMG
                INVESTORS LLC

            
	 	 	 
	 	
              By:

            	
              /s/
                Larry G. Swets, Jr.

            
	 	 	
              Larry
                G. Swets, Jr.

            
	 	 	
              Managing
                Member

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    REVOLVING
      LINE OF CREDIT NOTE

     

    
      	
              Not
                to Exceed $250,000 in Principal 

            	
               

            	
              ___________,
                2007

            


    

         

    For
      value
      received, the undersigned FMG
      ACQUISITION CORP.,
      a
      Delaware corporation (“Borrower”),
      promises to pay, in lawful money of the United States, to the order of
FMG
      INVESTORS LLC,
      together with its successors and assigns (“Holder”),
      at
      such address as Holder may direct, the principal sum of Two Hundred Fifty
      Thousand Dollars ($250,000), without interest, or so much thereof as shall
      have
      been advanced and shall remain unpaid hereunder. 

     

    This
      Note
      is delivered pursuant to, and is subject to all of the terms and conditions
      of,
      that certain Amended and Restated Subordinated Revolving Line of Credit
      Agreement dated as of ________, 2007 (the “Loan
      Agreement”)
      between Borrower and Holder. Unless otherwise defined in this Note, capitalized
      terms used in this Note shall have the meanings ascribed to them in the Loan
      Agreement, and in the event of any conflict between the terms of this Note
      and
      the terms of the Loan Agreement, the terms of the Loan Agreement shall govern.
      

     

    1.  Maturity.  This
      Note shall mature and become due and payable upon the earlier of an Event of
      Default (after the expiration of any cure period), upon consummation of a
      Business Combination or as described in Section 1 of the Loan Agreement.


     

    2.  Prepayment.  This
      Note may be repaid in whole or in part at any time without penalty or premium.
      

     

    3.  Event
      of Default.  Should
      an Event of Default occur, Lenders shall have the rights set forth in
      Section 7 of the Loan Agreement. 

     

    4.  Borrower’s
      Acknowledgement.  Borrower
      acknowledges that Holder is extending the credit contemplated hereby solely
      as
      an accommodation to Borrower, and is willing to do so in reliance upon
      Borrower’s monetary and non-monetary covenants contained herein and in the Loan
      Agreement. 

     

    5.  Holder’s
      Acknowledgement.  The
      Holder acknowledges and agrees that, as specified in Section 5 of the Loan
      Agreement, the Holder has limited recourse against Borrower for repayment of
      any
      and all amounts due and owing under this Note. 

     

    6.  Miscellaneous.  If
      this Note (or any payment due hereunder) is not paid when due, Borrower promises
      to pay all costs and expenses of collection and reasonable attorneys’ fees
      incurred by the Holder hereof on account of such collection whether or not
      suit
      is filed hereon. Borrower consents to renewals, replacements and extensions
      of
      time for payment hereof, before, at, or after maturity, consents to the
      acceptance, release or substitution of security for this Note, and waives demand
      and protest. The indebtedness evidenced hereby shall be payable in lawful money
      of the United States. In any action brought under or arising out of this Note,
      Borrower, including successor(s) or assign(s), hereby consents to the
      application of Delaware law, to the jurisdiction of any competent court within
      the State of Delaware, and to service of process by any means authorized by
      Delaware law. No single or partial exercise of any power hereunder, or under
      any
      other Loan Document in connection herewith, shall preclude other or further
      exercises thereof or the exercise of any other such power. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date
      first above written. 

            

    
      	
              FMG
                ACQUISITION CORP.

            
	 	 
	
              By :

            	
              /s/ 

            
	
              Name:

            	
              Gordon
                Pratt

            
	 	 
	
              Title:

            	
              Chief
                Executive Officer and President