AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

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BROWN & BROWN, INC | SUNTRUST BANK

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Title: AMENDED AND RESTATED REVOLVING LOAN AGREEMENT
Governing Law: Florida Date: 6/18/2008
Industry: Insurance (Miscellaneous) Sector: Financial

Exhibit 10.19

AMENDED AND RESTATED

REVOLVING LOAN AGREEMENT

Dated as of June 3, 2008

By And Between

BROWN & BROWN, INC.

and

SUNTRUST BANK

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; CONSTRUCTION		1
	Section 1.1 Definitions	1
	Section 1.2 Accounting Terms and Determination	9
	Section 1.3 Other Definitional Terms	9
	Section 1.4 Exhibits and Schedules	9

ARTICLE II REVOLVING LOANS		10
	Section 2.1 Commitment: Use of Proceeds	10
	Section 2.2 Notes; Repayment of Principal	10
	Section 2.3 Payment of Interest	11
	Section 2.4 Increase in Revolving Loan Commitment up to $100,000,000	11
	Section 2.5 Reduction of Revolving Loan Commitments	11
	Section 2.6 Letters of Credit	12

ARTICLE III This Article is not Applicable		13

ARTICLE IV GENERAL LOAN TERMS		13
	Section 4.1 Funding Notices	13
	Section 4.2 Disbursement of Funds	13
	Section 4.3 Interest; Default, Payment and Determination	13
	Section 4.4 Interest Periods	14
	Section 4.5 Fees	14
	Section 4.6 Voluntary Prepayments of Borrowings	14
	Section 4.7 Payments, etc.	15
	Section 4.8 LIBOR Rate Not Ascertainable, Etc.	16
	Section 4.9 Illegality	16
	Section 4.10 Increased Costs	16
	Section 4.11 This Section is not applicable	17
	Section 4.12 Funding Losses	17
	Section 4.13 Assumptions Concerning Funding of Eurodollar Advances	17
	Section 4.14 This Section is not applicable	18
	Section 4.15 This Section is not applicable	18
	Section 4.16 Capital Adequacy	18
	Section 4.17 This Section is not applicable	18
	Section 4.18 Limitation on Certain Payment Obligations	18
	Section 4.19 Change from One Type of Borrowing to Another	18

ARTICLE V CONDITIONS TO BORROWINGS		19
	Section 5.1 Conditions Precedent to Initial Loans	19
	Section 5.2 Conditions to All Loans	20
	Section 5.3 Certification For Each Borrowing	21

ARTICLE VI REPRESENTATIONS AND WARRANTIES		21
	Section 6.1 Organization and Qualification	21
	Section 6.2 Corporate Authority	21
	Section 6.3 Borrower Financial Statements	22
	Section 6.4 Tax Returns	22
	Section 6.5 Actions Pending	22
	Section 6.6 Representations; No Defaults	22
	Section 6.7 Title to Properties	22
	Section 6.8 Enforceability of Agreement	22
	Section 6.9 Consent	23

	Section 6.10 Use of Proceeds; Federal Reserve Regulations	23
	Section 6.11 ERISA	23
	Section 6.12 This Section is not applicable	23
	Section 6.13 Outstanding Indebtedness	23
	Section 6.14 Conflicting Agreements	23
	Section 6.15 Pollution and Other Regulations	24
	Section 6.16 Possession of Franchises, Licenses, Etc.	24
	Section 6.17 Patents, Etc.	24
	Section 6.18 Governmental Consent	25
	Section 6.19 Disclosure	25
	Section 6.20 Insurance Coverage	25
	Section 6.21 Labor Matters	25
	Section 6.22 Intercompany Loans; Dividends	25
	Section 6.23 Burdensome Restrictions	25
	Section 6.24 Solvency	26
	Section 6.25 This Section is not applicable	26
	Section 6.26 SEC Compliance and Filings	26
	Section 6.27 Capital Stock of Borrower and Related Matters	26
	Section 6.28 Places of Business	26

ARTICLE VII AFFIRMATIVE COVENANTS		26
	Section 7.1 Corporate Existence, Etc.	26
	Section 7.2 Compliance with Laws, Etc.	26
	Section 7.3 Payment of Taxes and Claims, Etc.	26
	Section 7.4 Keeping of Books	27
	Section 7.5 Visitation, Inspection, Etc.	27
	Section 7.6 Insurance; Maintenance of Properties	27
	Section 7.7 Reporting Covenants	27
	Section 7.8 Maintain the Following Financial Covenants	30
	Section 7.9 Notices Under Certain Other Indebtedness	30
	Section 7.10 This Section is not applicable	30
	Section 7.11 This Section is not applicable	30

ARTICLE VIII NEGATIVE COVENANTS		31
	Section 8.1 Indebtedness	31
	Section 8.2 Liens	32
	Section 8.3 Sales. Etc.	32
	Section 8.4 Mergers, Acquisitions, Etc.	32
	Section 8.5 Investments, Loans. Etc.	32
	Section 8.6 Sale and Leaseback Transactions	33
	Section 8.7 Transactions with Affiliates	33
	Section 8.8 Optional Prepayments	34
	Section 8.9 Changes in Business	34
	Section 8.10 ERISA	34
	Section 8.11 This Section is not applicable	34
	Section 8.12 Limitation on Payment Restrictions Affecting Consolidated Companies	34
	Section 8.13 Actions Under Certain Documents	34
	Section 8.14 Financial Statements; Fiscal Year	34
	Section 8.15 This Section is not applicable	34
	Section 8.16 Change of Control	34
	Section 8.17 This Section is not applicable	34
	Section 8.18 This Section is not applicable	35
	Section 8.19 This Section is not applicable	35
	Section 8.20 No Issuance of Capital Stock	35
	Section 8.21 No Payments on Subordinated Debt	35
	Section 8.22 Insurance Business	35

ARTICLE IX EVENTS OF DEFAULT		35
	Section 9.1 Payments	35
	Section 9.2 Covenants Without Notice	35
	Section 9.3 Other Covenants	35
	Section 9.4 Representations	35
	Section 9.5 Non-Payments of Other Indebtedness	35
	Section 9.6 Defaults Under Other Agreements	36
	Section 9.7 Bankruptcy	36
	Section 9.8 ERISA	36
	Section 9.9 Money Judgment	36
	Section 9.10 This Section is not applicable	36
	Section 9.11 Change in Control of Borrower	37
	Section 9.12 Default Under Other Credit Documents	37
	Section 9.13 This Section is not applicable.	37
	Section 9.14 Attachments	37
	Section 9.15 Default Under Subordinated Loan Documents	37
	Section 9.16 Material Adverse Effect	37

ARTICLE X This Article is not Applicable.		37

ARTICLE XI MISCELLANEOUS		38
	Section 11.1 Notices	38
	Section 11.2 Amendments, Etc.	38
	Section 11.3 No Waiver; Remedies Cumulative	38
	Section 11.4 Payment of Expenses, Etc.	38
	Section 11.5 Right of Set-Off	39
	Section 11.6 Benefit of Agreement	40
	Section 11.7 Governing Law; Submission to Jurisdiction	41
	Section 11.8 Independent Nature of Lender's Rights	42
	Section 11.9 Counterparts	42
	Section 11.10 Effectiveness; Survival	42
	Section 11.11 Severability	42
	Section 11.12 Independence of Covenants	42
	Section 11.13 Change in Accounting Principles, Fiscal Year or Tax Laws	43
	Section 11.14 Headlines Descriptive; Entire Arrangement	43
	Section 11.15 Time is of the Essence	43
	Section 11.16 Usury	43
	Section 11.17 Construction	43
	Section 11.18 No Incorporation into Note	43
	Section 11.19 Amendment and Restatement of Initial Loan Agreement	43
	Section 11.20 Entire Agreement	43

SCHEDULES

Schedule 6.1	Organization and Ownership of Material Subsidiaries
Schedule 6.4	Tax Filings and Payments
Schedule 6.5	Certain Pending and Threatened Litigation
Schedule 6.7	Liens on Borrower Assets
Schedule 6.11	Employee Benefit Matters
Schedule 6.13	Outstanding Debt and Defaults
Schedule 6.14	Conflicting Agreements
Schedule 6.15(a)	Environmental Compliance
Schedule 6.15(b)	Environmental Notices
Schedule 6.15(c)	Environmental Permits
Schedule 6.17	Patent, Trademark, License, and Other Intellectual Property Matters

iii

Schedule 6.21	Labor and Employment Matters
Schedule 6.22	Intercompany Loans
Schedule 6.23	Burdensome Restrictions
Schedule 6.28(a)	Places of Business
Schedule 6.28(b)	Materials Places of Business
Schedule 8.1(b)	Existing Indebtedness
Schedule 8.2	Existing Liens
Schedule 8.5	Permitted Investments
Schedule 9.11	Permitted Stockholders

AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

THIS AMENDED AND RESTATED REVOLVING LOAN AGREEMENT , dated as of June 3, 2008 (the " Agreement "), is made and entered into by and between BROWN & BROWN, INC. , a Florida corporation (the " Borrower "), and SUNTRUST BANK , a Georgia corporation (the " Lender ").

WITNESSETH :

WHEREAS, on or about September 29, 2003, the Borrower and the Lender entered into a certain Revolving Loan Agreement (as amended, the " Initial Loan Agreement "), pursuant to which the Borrower obtained from the Lender one or more credit facilities from time to time; and

WHEREAS , the Borrower desires to obtain from the Lender a revolving loan up to the maximum amount of $50,000,000; and

WHEREAS , the Borrower and the Lender wish to amend and restate in its entirety the Initial Loan Agreement to set forth the terms and conditions for said $50,000,000 revolving loan.

NOW, THEREFORE , in consideration of the mutual covenants made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions . As used in this Agreement, and in any instrument, certificate, document or report delivered pursuant thereto, the following terms shall have the following meanings (to be equally applicable to both the singular and plural forms of the term defined):

" 2004 Note Offering " shall mean that certain transaction by which the Borrower has incurred Indebtedness up to the maximum principal amount of $200,000,000 pursuant to the 2004 Note Purchase Agreement.

" 2006 Note Offering " shall mean one or more transactions by which the Borrower has incurred or may in the future incur Indebtedness up to the maximum principal amount of $200,000,000 pursuant to the 2006 Note Purchase Agreement.

" 2004 Note Purchase Agreement " shall mean that certain Note Purchase Agreement between the Borrower and the Purchasers scheduled thereto and dated July 15, 2004 by which the Borrower has issued both Series A Notes and Series B Notes, as the same may be amended or modified from time to time.

" 2006 Note Purchase Agreement " shall mean that certain Note Purchase Agreement between the Borrower and the Purchasers party thereto and dated December 22, 2006 by which the Borrower has issued Series C Notes and Series D Notes and pursuant to which the Borrower may issue from time to time Fixed Rate Shelf Notes and Floating Rate Shelf Notes (as defined therein), as the same may be amended or modified from time to time.

" Advance " shall mean any principal amount advanced and remaining outstanding at any time under the Revolving Loan, which Advance shall be made or outstanding as a Base Rate Advance or a Eurodollar Advance, as the case may be.

" Affiliate " of any Person means any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, "control" (including with correlative meanings, the terms "controlling", "controlled by", and "under common control with") as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person.

" Agreement " shall mean this Revolving Loan Agreement, as originally executed and as it may be from time to time supplemented, amended, restated, renewed or extended and in effect.

" Applicable Margin " shall mean the percentage designated below based on the Borrower's Funded Debt to EBITDA Ratio, measured quarterly on a rolling four (4) quarters basis:

Level	Leverage Ratio	Base Rate Advances (1)	Eurodollar Advances	Availability Fee
I	<1.00x	-1.000%	0.500%	0.100%
II	<1.50x	-1.000%	0.625%	0.125%
III	<2.00x	-1.000%	0.750%	0.150%
IV	≥ 2.00x	-1.000%	1.000%	0.200%

(1) On all Base Rate Advances, the Applicable Margin is a negative 100 basis points).

Provided , however , that from the date of this Agreement through the quarter ending June 30, 2008, the Applicable Margin shall be based on Level I pricing set forth above.

" Asset Value " shall mean, with respect to any property or asset of any Consolidated Company as of any particular date, an amount equal to the greater of (a) the then book value of such property or asset as established in accordance with GAAP, and (b) the then fair market value of such property or asset as determined in good faith by the board of directors of such Consolidated Company.

" Availability Fee " shall mean a per annum fee based upon the unused portion of the Revolving Loan Commitment of the Lender. Such fee shall be based upon the Borrower's Funded Debt to EBITDA Ratio as set forth in the chart under " Applicable Margin ", which Fee is to be based (calculated on an actual/365 day year) on the average daily unused portion of the Revolving Loan Commitment, and shall be payable to the Lender quarterly in arrears on the last calendar day of each fiscal quarter of Borrower and on the Maturity Date. For the purposes of determining the Availability Fee, all outstanding Letters of Credit will be deemed to be at that time outstanding Revolving Loans.

" Bankruptcy Code " shall mean The Bankruptcy Code of 1978, as amended and in effect from time to time (11 U.S.C. §§101 et seq .).

" Base Advance Rate " shall mean, with respect to a Base Rate Advance, the rate obtained by adding (a) the Base Rate, plus (b) the Applicable Margin for a Base Rate Advance.

" Base Rate " shall mean the rate which the Lender designates from time to time to be its prime lending rate, as in effect from time to time. The Lender's prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to its customers; the Lender may make commercial loans or other loans at rates of interest at, above or below the Lender's prime lending rate.

" Base Rate Advance " shall mean an Advance bearing interest based on the Base Rate.

" Base Rate Loan " shall mean a Loan which bears interest at the Base Advance Rate.

" Book of Business Sales " shall mean the sale by a Consolidated Company in the ordinary course of business of a book of business, either by the sale of assets or Capital Stock, which may include the sale of what is characterized as its profit center operations (i.e. office) that are made from time to time and are consistent with past practice, and where the value is less than $20,000,000.

" Borrowing " shall mean the making of a Loan, the extension of an Advance, or the conversion of a Loan of one Type into a Loan of another Type.

" Business Day " shall mean, with respect to Eurodollar Advances, any day other than a day on which commercial banks are closed or required to be closed for domestic and international business, including dealings in Dollar deposits on the London Interbank Market, and with respect to all other Loans and matters, any day other than Saturday, Sunday and a day on which commercial banks are required to be closed for business in Orlando, Florida.

" Capital " shall mean the sum of (a) Funded Debt plus (b) Consolidated Net Worth of the Consolidated Companies.

" Capitalized Lease Obligations " shall mean all lease obligations which have been or are required to be, in accordance with GAAP, capitalized on the books of the lessee.

" Capital Stock " of any Person shall mean any shares, equity or profits interests, participations or other equivalents (however designated) of capital stock and any rights, warrants or options, or other securities convertible into or exercisable or exchangeable for any such shares, equity or profits interest, participations or other equivalents, directly or indirectly (or any equivalent ownership interest, in the case of a Person which is not a corporation).

" CERCLA " has the meaning set forth in Section 6.15(a) of this Agreement.

" Closing Date " shall mean the date of this Agreement.

" Code " shall mean the Internal Revenue Code of 1986, as amended from time to time.

" Consolidated Companies " shall mean, collectively, Borrower and all of its Subsidiaries.

" Consolidated EBIT " shall mean, for any fiscal period of the Borrower, an amount equal to the sum of (a) the Consolidated Net Income (Loss), plus (b) to the extent deducted in determining Consolidated Net Income (Loss), (i) provisions for taxes based on income, and (ii) consolidated interest expense, for the Consolidated Companies, less (c) gains on sales of assets (excluding sales in the ordinary course of business, which would include Book Of Business Sales) and other extraordinary gains and other one-time non-cash gains, all as determined in accordance with GAAP.

" Consolidated EBITDA " shall mean, for any fiscal period of the Borrower, an amount equal to the sum of (a) the Consolidated EBIT, plus (b)(i) depreciation and (ii) amortization of the Consolidated Companies, plus (c) non-cash charges to the extent deducted in determining Consolidated Net Income (Loss), plus (d) all non-cash stock grant compensation all as determined for the Consolidated Companies in accordance with GAAP.

" Consolidated Net Income (Loss) " shall mean, for any fiscal period of Borrower, the net income (or loss) of the Consolidated Companies on a consolidated basis for such period (taken as a single accounting period) determined in accordance with GAAP; provided that there shall be excluded therefrom: (a) any items of gain or loss, together with any related provision for taxes, which were included in determining such consolidated net income and were not realized in the ordinary course of business or the result of a sale of assets other than in the ordinary course of business; and (b) the income (or loss) of any Person accrued prior to the date such Person becomes a Subsidiary of Borrower or (in the case of a Person other than a Subsidiary) is merged into or consolidated with any Consolidated Company, or such Person's assets are acquired by any Consolidated Company.

" Consolidated Net Worth " shall mean as of the date of determination, the Borrower's Shareholders' Equity as determined in accordance with GAAP.

" Consolidated Subsidiary " shall mean, as at any particular time, any corporation included as a consolidated subsidiary of Borrower in Borrower's most recent financial statements furnished to its stockholders and certified by Borrower's independent public accountants.

" Contractual Obligation " of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property owned by it is bound.

" Credit Documents " shall mean, collectively, this Agreement and the Note.

" Credit Parties " shall mean, collectively, each of Borrower, and every other Person who from time to time executes a Credit Document with respect to all or any portion of the Obligations.

" Default " shall mean any condition or event which, with notice or lapse of time or both, would constitute an Event of Default.

" Default Rate " shall mean the rate of interest set forth in Section 4.3 hereof.

" Dollar " and " U.S. Dollar " and the sign "$" shall mean lawful money of the United States of America.

" Earnout Payments " shall mean, in connection with an acquisition of the business by a Consolidated Company, any payments agreed to be made to the sellers in said acquisition as a part of the purchase price, and which payments are based upon certain performance or other standards relating to the business which has been acquired.

" EBITDA " shall mean Consolidated EBITDA.

" Environmental Laws " shall mean all federal, state, local and foreign statutes and codes or regulations, rules or ordinances issued, promulgated, or approved thereunder, now or hereafter in effect (including, without limitation, those with respect to asbestos or asbestos containing material or exposure to asbestos or asbestos containing material), relating to pollution or protection of the environment and relating to public health and safety, relating to (a) emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial toxic or hazardous constituents, substances or wastes, including without limitation, any Hazardous Substance, petroleum including crude oil or any fraction thereof, any petroleum product or other waste, chemicals or substances regulated by any Environmental Law into the environment (including without limitation, ambient air, surface water, ground water, land surface or subsurface strata), (b) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of any Hazardous Substance, petroleum including crude oil or any fraction thereof, any petroleum product or other waste, chemicals or substances regulated by any Environmental Law, or (c) underground storage tanks and related piping, and emissions, discharges and releases or threatened releases therefrom, such Environmental Laws to include, without limitation, (i) the Clean Air Act (42 U.S.C. §7401 et seq .), (ii) the Clean Water Act (33 U.S.C. §1251 et seq.) , (iii) the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq .), (iv) the Toxic Substances Control Act (15 U.S.C. §2601 et seq .) and (v) the Comprehensive Environmental Response Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (42 U.S.C. §9601 et seq .).

" ERISA " shall mean the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.

" ERISA Affiliate " shall mean, with respect to any Person, each trade or business (whether or not incorporated) which is a member of a group of which that Person is a member and which is either within a controlled group of corporations or under common control within the meaning of the regulations promulgated under Section 414 of the Code and the regulations promulgated thereunder.

" Eurodollar Advance " shall mean an Advance bearing interest based on LIBOR.

" Event of Default " shall have the meaning set forth in Article IX hereof.

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute thereto.

" Executive Officer " shall mean with respect to any Person, the Chief Executive Officer, the President, any Vice President, Chief Financial Officer, Treasurer, Secretary and any Person holding comparable offices or duties.

" Facility " or " Facilities " shall mean the Revolving Loan Commitment and Revolving Loans, as the context may indicate.

" Funded Debt " shall mean all Indebtedness for money borrowed, Indebtedness evidenced or secured by purchase money liens, Capitalized Lease Obligations, conditional sales contracts and similar title retention debt instruments (regardless of when such Indebtedness matures). The calculation of Funded Debt shall include (without duplication) (a) all Funded Debt of the Consolidated Companies, (b) all Funded Debt of other Persons, other than Subsidiaries, which has been guaranteed by a Consolidated Company, which is supported by a letter of credit issued for the account of a Consolidated Company, or as to which and to the extent a Consolidated Company or its assets have otherwise become liable for payment thereof, (c) all Indebtedness for money borrowed by the Consolidated Companies pursuant to lines of credit or revolving credit facilities (regardless of the term thereof), and (d) all Subordinated Debt.

" Funded Debt to EBITDA Ratio " shall mean as of the applicable date, the ratio of (a) Funded Debt to (b) Consolidated EBITDA for the Consolidated Companies, on a consolidated basis.

" GAAP " shall mean generally accepted accounting principles in the United States of America, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board of in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

" Guaranteed Indebtedness " shall mean, as to any Person, any obligation of such Person guaranteeing any indebtedness, lease, dividend, or other obligation ("primary obligation") of any other Person (the "primary obligor") in any manner including, without limitation, any obligation or arrangement of such Person: (a) to purchase or repurchase any such primary obligation; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet condition of the primary obligor; (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) to indemnify the owner of such primary obligation against loss in respect thereof; (e) by which and to the extent said Person or its assets have otherwise become liable for payment of any such primary obligation; or (f) supporting a letter of credit issued for the account of said primary obligor.

" Hazardous Materials " shall mean oil, petroleum or chemical liquids or solids, liquid or gaseous products, asbestos, or any other hazardous waste or Hazardous Substances, including, without limitation, hazardous medical waste or any other substance described in any Hazardous Materials Law.

" Hazardous Materials Law " shall mean the Comprehensive Environmental Response Compensation and Liability Act as amended by the Superfund Amendments and Reauthorization Act, 42 U.S.C. §9601, the Resource Conservation and Recovery Act, 42 U.S.C. §6901, the state hazardous waste laws, as such laws may from time to time be in effect, and related regulations, and all similar laws and regulations.

" Hazardous Substances " has the meaning assigned to that term in CERCLA.

" Indebtedness " of any Person shall mean, without duplication: (a) all obligations of such Person which in accordance with GAAP would be shown on the balance sheet of such Person as a liability (including, without limitation, obligations for borrowed money and for the deferred purchase price of property or services, obligations evidenced by bonds, debentures, notes or other similar instruments, and contingent reimbursement obligations under undrawn letters of credit); (b) all Capitalized Lease Obligations; (c) all Guaranteed Indebtedness of such Person; (d) Indebtedness of others secured by any Lien upon property owned by such Person, whether or not assumed; and (e) obligations or other liabilities under currency contracts, interest rate hedging contracts, or similar agreements or combination thereof. Earnout Payments shall not be considered Indebtedness.

" Insurance Company Payables " shall be payables due an insurance company from the Borrower or any of its Subsidiaries which arise from time to time in the ordinary and normal course of business.

" Intangible Assets " shall mean those assets of the Consolidated Companies which are (a) deferred assets, other than prepaid insurance and prepaid taxes; (b) patents, copyrights, trademarks, trade names, franchises, good will, experimental expenses and other similar assets which would be classified as " intangible assets " under GAAP; and (c) treasury stock.

" Intercompany Credit Documents " shall mean, collectively, the promissory notes and all related loan, subordination, and other agreements, to the extent that they exist, relating in any manner to the Intercompany Loans.

" Intercompany Loans " shall mean, collectively, (a) the loans more particularly described on Schedule 6.22 , and (b) those loans or other extensions of credit from time to time made by any Consolidated Company to another Consolidated Company satisfying the terms and conditions set forth in Section 8.1(e) or as may otherwise be approved in writing by the Lender.

" Interest Period " shall mean with respect to Eurodollar Advances, the period of 1, 2, or 3 months selected by the Borrower under Section 4.4 hereof.

" Investment " shall mean, when used with respect to any Person, any direct or indirect advance, loan or other extension of credit (other than the creation of receivables in the ordinary course of business) or capital contribution by such Person (by means of transfers of property to others or payments for property or services for the account or use of others, or otherwise) to any Person, or any direct or indirect purchase or other acquisition by such Person of, or of a beneficial interest in, capital stock, partnership interests, bonds, notes, debentures or other securities issued by any other Person.

" LC Commitment " shall mean that portion of the Revolving Loan Commitment that may be used by the Credit Parties for the issuance of Letters of Credit under this Facility in an aggregate face amount not to exceed the smaller of (a) $10,000,000, or (b) that the difference at any time between (i) the total Revolving Loan Commitment, and (ii) the total amount outstanding at that time of all Revolving Loans. The LC Commitment shall be a " sublimit " for the total Revolving Loan Commitment.

" LC Disbursement " shall mean a draft paid by the Lender pursuant to a Letter of Credit and any taxes, fees, charges, or other costs or expenses incurred by the Lender in connection with such payments.

" LC Documents " shall mean the Letters of Credit and all applications, agreements and instruments relating to the Letters of Credit.

" LC Exposure " shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Credit Parties at such time.

" Lender " or " Lender " shall mean SunTrust Bank and each assignee thereof, if any.

" Lending Office " shall mean for the Lender the office the Lender may designate in writing from time to time to Borrower with respect to each Type of Loan.

" Letter of Credit " shall mean any standby letters of credit or trade letters of credit issued pursuant to Section 2.9 by Lender for the account of the Borrower under the LC Commitment.

" Letter of Credit Margin Fee " shall mean the fee to be paid by the Borrower from time to time based on the outstanding Letters of Credit pursuant to Section 4.5(c) hereof.

" LIBOR " shall mean, for any Interest Period, the offered rates for deposits in U.S. Dollars for a period comparable to the Interest Period appearing on the Reuters Screen LIBOR Page as of 11:00 a.m., (London, England time), on the day that is two (2) Business Days prior to the first day of the Interest Period. If two (2) or more of such rates appear on the Reuters Screen LIBOR Page, the rate for that Interest Period will be the arithmetic mean of such rates, rounded, if necessary, to the next higher 1/16 of 1.0%; and in either case as such rates may be adjusted for any applicable reserve requirements. If the foregoing rate is unavailable from the Reuters Screen for any reason, then such rate shall be determined by the Lender from any other interest rate reporting service of recognized standing designated in writing by the Lender to Borrower and the Lender; in any such case rounded, if necessary, to the next higher 1/16 of 1.0%, if the rate is not such a multiple.

" LIBOR Advance Rate " shall mean, with respect to each Interest Period for a Eurodollar Advance, the rate obtained by adding (a) LIBOR for such Interest Period plus (b) the Applicable Margin for a Eurodollar Advance.

" Lien " shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind or description and shall include, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any capitalized lease in the nature thereof including any lease or similar arrangement with a public authority executed in connection with the issuance of industrial development revenue bonds or pollution control revenue bonds, and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction.

" Loan" or "Loans " shall mean, collectively, the Revolving Loans.

" Margin Regulations " shall mean Regulation T, Regulation U and Regulation X of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time.

" Material Place of Business " shall mean the Places of business set forth in Schedule 6.28(b) hereto and any other or new Place of Business which is either (a) owned by a Consolidated Company, or (b) leased by a Consolidated Company, at which the Consolidated Company has at said location tangible personal property which is material to the operations of that Consolidated Company.

" Materially Adverse Effect " shall mean the occurrence of an event which could reasonably be expected to cause a materially adverse change in (a) the business, results of operations, financial condition, assets or prospects of the Consolidated Companies, taken as a whole, (b) the ability of the Borrower to perform its obligations under this Agreement, or (c) the ability of the Credit Parties (taken as a whole) to perform their respective obligations under the Credit Documents.

" Maturity Date " shall mean the earlier of (a) June 3, 2013, and (b) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable pursuant to the provisions of Article IX hereof.

" Multi-Employer Plan " shall have the meaning set forth in Section 4001(a)(3) of ERISA.

" Note " shall mean, individually or collectively, as the context may require, the Revolving Credit Note either as originally executed and as the same may be from time to time supplemented, modified, amended, renewed or extended.

" Notice of Borrowing " shall have the meaning provided in Section 4.1 hereof, the form of which is reasonably acceptable to Lender.

" Notice of Conversion/Continuation " shall have the meaning provided in Section 4.1 hereof, the form of which is reasonably acceptable to Lender.

" Obligations " shall mean all amounts owing to the Lender pursuant to the terms of this Agreement or any other Credit Document, including without limitation, all Loans (including all principal and interest payments due thereunder), fees (including reasonable attorneys' fees as permitted under any Credit Document), expenses, indemnification and reimbursement payments (including any reimbursement obligation with respect to any letter of credit, if drawn upon after any Event of Default which has occurred and is continuing), indebtedness, liabilities, and obligations of the Credit Parties, direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising, together with all renewals, extensions, modifications or refinancings thereof.

" PBGC " shall mean the Pension Benefit Guaranty Corporation, and any successor thereto.

" Permitted Acquisitions " shall mean the acquisition, by merger, consolidation, purchase or otherwise, by any Consolidated Company of any Person where substantially all the assets or stock of said Person who is not affiliated with the Borrower are purchased, to the extent after giving effect to said acquisition, no Event of Default will occur or be continuing and either (i) the Funded Debt to Consolidated EBITDA Ratio will not be greater than 2.0:1; or (ii) the Funded Debt to Consolidated EBITDA Ratio will be greater than 2.0:1, then, in that event, only to the extent the aggregate value of said acquisitions after said 2.0:1 Ratio is met is not greater than $150,000,000.

" Permitted Liens " shall mean those Liens expressly permitted by Section 8.2 hereof.

" Person " shall mean any individual, partnership, joint venture, firm, corporation, trust, unincorporated association, government or any department or agency thereof, and any other entity whatsoever..

" Places of Business " shall mean those locations owned or leased by any Consolidated Company or at which any assets of any Consolidated Company are located, as set forth in Schedule 6.28(a) hereto.

" Plan " shall mean any employee benefit plan, program, arrangement, practice or contract, maintained by or on behalf of the Borrower or an ERISA Affiliate, which provides benefits or compensation to or on behalf of employees or former employees, whether formal or informal, whether or not written, including but not limited to, the following types of plans:

(a) Executive Arrangements - any bonus, incentive compensation, stock option, deferred compensation, commission, severance, "golden parachute", "rabbi trust", or other executive compensation plan, program, contract, arrangement or practice;

(b) ERISA Plans - any "employee benefit plan" defined in Section 3(3) of ERISA, including, but not limited to, any defined benefit pension plan, profit sharing plan, money purchase pension plan, savings or thrift plan, stock bonus plan, employee stock ownership plan, Multi-Employer Plan, or any plan, fund, program, arrangement or practice providing for medical (including post-retirement medical), hospitalization, accident, sickness, disability, or life insurance benefits; and

(c) Other Employee Fringe Benefits - any stock purchase, vacation, scholarship, day care, prepaid legal services, severance pay or other fringe benefit plan, program, arrangement, contract or practice.

" Regulation D " shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time.

" Requirement of Law " for any Person shall mean the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or a court or other governmental authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

" Reuters Screen " shall mean, when used in connection with any designated page and LIBOR, the display page so designated on the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying rates comparable to LIBOR).

" Revolving Loans " shall mean, collectively , the revolving credit loans made to Borrower by the Lender pursuant to Section 2.1 hereof.

" Revolving Loan Commitment " shall mean the amount of $50,000,000 as the same may be increased or decreased from time to time as a result of any reduction thereof pursuant to Section 2.4 or Section 2.5 hereof, or any amendment thereof pursuant to Section 11.2 hereof. The LC Commitment shall be deemed to be a sublimit under this Revolving Loan Commitment.

" Shareholders' Equity " shall mean, with respect to any Person as at any date of determination, the shareholders' equity of such Person, determined on a consolidated basis in conformity with GAAP.

" Statement Date " shall mean the last day of the fiscal quarter of Borrower to which the quarterly financial statements relate as delivered from time to time by the Borrower under Section 7.7(b) hereof.

" Subordinated Debt " shall mean all present and future Indebtedness of Borrower and its Subsidiaries to any Person other than to the Lender under this Agreement, and which Indebtedness is subordinated to all Obligations due the Lender under this Agreement on terms and conditions satisfactory in all respects to the Lender including without limitation, with respect to interest rates, payment terms, maturities, amortization schedules, covenants, defaults, remedies, collateral and subordination provisions, as evidenced by the written approval of the Lender, including, if required by the Lender, a separate subordination agreement from the holder of said Debt to the Lender.

" Subsidiary " shall mean, with respect to any Person, any corporation or other entity (including, without limitation, partnerships, joint ventures, and associations) regardless of its jurisdiction of organization or formation, at least a majority of the combined voting power of all classes of voting stock or other ownership interests of which shall, at the time as of which any determination is being made, be owned by such Person, either directly or indirectly through one or more other Subsidiaries.

" Tangible Assets " shall mean all assets of the Consolidated Companies, all as determined in accordance with GAAP, but excluding Intangible Assets.

" Tangible Net Worth " shall mean the excess of (a) Tangible Assets over (b) Total Liabilities.

" Taxes " shall mean any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including without limitation, income, receipts, excise, property, sales, transfer, license, payroll, withholding, social security and franchise taxes now or hereafter imposed or levied by the United States, or any state, local or foreign government or by any department, agency or other political subdivision or taxing authority thereof or therein and all interest, penalties, additions to tax and similar liabilities with respect thereto.

" Total Liabilities " or " Liabilities " shall mean all liabilities and obligations of the Consolidated Companies, all as determined in accordance with GAAP, and shall include Funded Debt and current liabilities.

" Type " of Borrowing shall mean a Borrowing consisting of Base Rate Advances or Eurodollar Advances.

" Upfront Fee " shall mean the amount of $50,000.

" Wholly Owned Subsidiary " shall mean any Subsidiary, all the stock or ownership interest of every class of which, except directors' qualifying shares, shall, at the time as of which any determination is being made, be owned by Borrower either directly or indirectly.

Section 1.2 Accounting Terms and Determination . Unless otherwise defined or specified herein, all accounting terms shall be construed herein, all accounting determinations hereunder shall be made, all financial statements required to be delivered hereunder shall be prepared, and all financial records shall be maintained in accordance with, GAAP.

Section 1.3 Other Definitional Terms . The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Schedule, Exhibit and like references are to this Agreement unless otherwise specified.

Section 1.4 Exhibits and Schedules . All Exhibits and Schedules attached hereto are by reference made a part hereof.

ARTICLE II

REVOLVING LOANS

Section 2.1 Commitment: Use of Proceeds .

(a) Subject to and upon the terms and conditions herein set forth, the Lender agrees to make to Borrower from time to time on and after the Closing Date, but prior to the Maturity Date, Revolving Loans in an aggregate amount outstanding at any time not to exceed the Lender's Revolving Loan Commitment. Borrower shall be entitled to borrow, repay and reborrow Revolving Loans in accordance with the provisions hereof.

(b) Each Revolving Loan shall, at the option of Borrower, be made or continued as, or converted into, part of one or more Borrowings that shall consist entirely of Base Rate Advances or Eurodollar Advances. The aggregate principal amount of each Borrowing of Revolving Loans shall in the case of Eurodollar Advances be not less than $5,000,000 or a greater integral multiple of $1,000,000, and in the case of Base Rate Advances shall be not less than $1,000,000 or a greater integral multiple of $100,000, or in such lesser Loan amounts as shall then equal the unused amount of the Revolving Loan Commitment. At no time shall the number of Borrowings made as Eurodollar Advances then outstanding under this Article II exceed eight; provided that, for the purpose of determining the number of Borrowings outstanding and the minimum amount for Borrowings resulting from continuations, all Borrowings of Base Rate Advances under the Revolving Loan shall be considered as one Borrowing. The parties hereto agree that (i) the aggregate principal balance of the Revolving Loans shall not exceed the Revolving Loan Commitment, and (ii) Lender shall not be obligated to make Revolving Loans in excess of its Revolving Loan Commitment.

(i) To finance Permitted Acquisitions as described herein;

(ii) For working capital and for other general corporate purposes, including capital expenditures of the Consolidated Companies;

(iii) To refinance and pay off in full any Funded Debt in existence as of Closing Date;

(iv) To pay all transaction fees and expenses incurred in connection with this facility including Closing Fees and costs and expenses, including attorneys' fees, of the Lender, and, with the consent of the Lender, costs and expenses, including attorneys' fees, of the Borrower; and

(v) To pay other fees to the Lender from time to time under this Agreement including Availability Fees.

Section 2.2 Notes; Repayment of Principal .

(a) Borrower's obligations to pay the principal of, and interest on, the Revolving Loans to the Lender shall be evidenced by the records of the Lender and by the Note payable to the Lender completed in conformity with this Agreement.

(b) All outstanding principal amounts under the Revolving Loans shall be due and payable in full on the Maturity Date.

Section 2.3 Payment of Interest .

(a) Borrower agrees to pay interest in respect of all unpaid principal amounts of the Revolving Loans from the respective dates such principal amounts were advanced to maturity (whether by acceleration, notice of prepayment or otherwise) at rates per annum (computed on the basis of a 365 day year for the actual number of days elapsed) equal to the applicable rates indicated below:

(i) For Base Rate Advances - The Base Advance Rate in effect from time to time; and

(ii) For Eurodollar Advances - The relevant LIBOR Advance Rate.

(b) Interest on each Loan shall accrue from and including the date of such Loan to but excluding the date of any repayment thereof; provided that , if a Loan is repaid on the same day made, one day's interest shall be paid on such Loan. Interest on all outstanding Base Rate Advances shall be payable quarterly in arrears on the last calendar day of each fiscal quarter of Borrower in each year. Interest on all outstanding Eurodollar Advances shall be payable on the last day of each Interest Period applicable thereto provided , however , if the Interest Period is longer than three (3) months, then the interest will be paid on the last day of each three (3) month period prior to the expiration of the applicable Interest Period. Interest on all Loans shall be payable on any conversion of any Advances comprising such Loans into Advances of another type and, on the Maturity Date.

Section 2.4 Increase in Revolving Loan Commitment up to $100,000,000 . Subject to Lender's specific written approval, in its discretion, the Borrower may increase the Revolving Loan Commitment by an additional aggregate amount of $50,000,000 (to a total aggregate amount of $100,000,000) from time to time during the term of this Agreement. In order to request said increase, the Borrower shall so notify the Lender in writing as to the amount of such increase (which must be in increments of $10,000,000 or a multiple thereof) and the Lender will advise the Borrower thereafter if the Lender, in its discretion, is willing to so increase the Revolving Loan Commitment. Should the Lender agree to do so, then the parties will execute such documents as the Lender may require to reflect said increase including, but not limited to, an amendment to this Agreement as well as a further promissory note to reflect said increase, if needed. In addition, the Borrower shall pay to the Lender on the amount of said increase an additional Upfront Fee equal to ten (10) basis points (0.10%) of said additional amount.

Section 2.5 Reduction of Revolving Loan Commitments .

(a) The Borrower prior to the Maturity Date shall have the right in the manner set forth below to reduce (but not increase) the Revolving Loan Commitment.

(b) The Borrower, if it desires to reduce the Revolving Loan Commitment, must (i) give thirty (30) Business Day's notice to the Lender setting forth the amount which the Borrower desires to have as the Revolving Loan Commitment, which said amount may not be less than the principal amount then outstanding on the Revolving Loans, and (ii) pay to the Lender within said thirty (30) day period any Availability Fee due at the time of said reduction on that portion of the Revolving Loan Commitment which is being so reduced. Said reduction shall be effective at the end of said thirty Business Day period and upon the payment of said Availability Fee.

Section 2.6 Letters of Credit .

(a) During the term of this Agreement and provided no Event of Default has occurred and is continuing, the Lender pursuant to this Section, agrees to issue, at the request of a Credit Party, Letters of Credit for the account of the Credit Party on the terms and conditions hereinafter set forth; provided , that (i) each Letter of Credit shall expire on the earlier of (A) the date one year after the date of issuance of such standby letter of credit or the date 210 days after the issuance of such trade letter of credit (or in the case of any renewal or extension thereof, one year or 210 days, respectively, after such renewal or extension) and (B) the date that is five (5) Business Days prior to the Maturity Date; (ii) each Letter of Credit shall be in a stated amount of at least $10,000.00; and (iii) a Credit Party may not request any Letter of Credit, if, after giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC Commitment, or (B) the aggregate LC Exposure, plus the aggregate outstanding Revolving Loans would exceed the total Revolving Loan Commitment.

(b) To request the issuance of a Letter of Credit (or any amendment, renewal or extension of an outstanding Letter of Credit), a Credit Party shall give the Lender irrevocable written notice at least three (3) Business Days prior to the requested date of such issuance specifying the date (which shall be a Business Day) such Letter of Credit is to be issued (or amended, extended or renewed, as the case may be), the expiration date of such Letter of Credit, the amount of such Letter of Credit , the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition to the satisfaction of the conditions in Article IV , the issuance of such Letter of Credit (or any amendment which increases the amount of such Letter of Credit) will be subject to the further conditions that such Letter of Credit shall be in such form and contain such terms as the Lender shall approve, and that the Credit Party shall have executed and delivered any additional applications, agreements and instruments relating to such Letter of Credit as the Lender shall reasonably require; provided , that in the event of any conflict between such applications, agreements or instruments and this Agreement, the terms of this Agreement shall control.

(c) Each Letter of Credit shall be subject to the Uniform Customs and Practices for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, (or such later revision as may be published by the International Chamber of Commerce on any date any Letter of Credit may be issued) and, to the extent not inconsistent therewith, the governing law of this Agreement set forth in Section 11.7 ; provided , however , if agreed to by the Lender and the Borrower, a Letter of Credit and performance under Letters of Credit by the Lender, its correspondents, and the beneficiaries thereof will be governed by the rules of the "International Standby Practices 1998" (ISP98), International Chamber of Commerce Publication No. 590 (or such later revision as may be published by the International Chamber of Commerce on any date any Letter of Credit may be issued) and to the extent not inconsistent therewith, the governing law of this Agreement set forth in Section 11.7 . Unless the Lender and the Borrower otherwise agree, the "International Standby Practices 1998" shall be applicable to standby letters of credit and the Uniform Customs and Practices for Documentary Credits shall be applicable to trade letters of credit.

ARTICLE III

This Article is not Applicable

ARTICLE IV

GENERAL LOAN TERMS

Section 4.1 Funding Notices .

(a) Whenever Borrower desires to make a Borrowing, it shall give the Lender prior written notice (or telephonic notice promptly confirmed in writing) of such Borrowing (a " Notice of Borrowing "), such Notice of Borrowing to be given prior to 11:00 A.M. (local time for the Lender) at its Lending Office (i) one (1) Business Day prior to the requested date of such Borrowing in the case of Base Rate Advances, and (ii) two (2) Business Days prior to the requested date of such Borrowing in the case of Eurodollar Advances. Notices received after 11:00 A.M. shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify the aggregate principal amount of the Borrowing, the date of Borrowing (which shall be a Business Day), and whether the Borrowing is to consist of Base Rate Advances or Eurodollar Advances and (in the case of Eurodollar Advances) the Interest Period to be applicable thereto.

(b) Whenever Borrower desires to convert one or more Borrowings of one Type into one or more Borrowings of another Type, or to continue outstanding a Borrowing consisting of Eurodollar Advances for a new Interest Period, it shall give Lender prior written notice (or telephonic notice promptly confirmed in writing) of each such Borrowing to be converted or continued, such Notice of Conversion/Continuation to be given prior to 11:00 A.M. (local time for the Lender) at its Lending Office (i) one (1) Business Day prior to the requested date of such Borrowing in the case of the continuation into a Base Rate Advance, and (ii) two (2) Business Days prior to the requested date of such Borrowing in the case of a continuation of or conversion into Eurodollar Advances. Notices received after 11:00 A.M. shall be deemed received on the next Business Day. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify the aggregate principal amount of the Borrowing to be converted or continued, the date of such conversion or continuation (which shall be a Business Day), whether the Borrowing is being converted into or continued as Eurodollar Advances and (in the case of Eurodollar Advances) the Interest Period applicable thereto. If, upon the expiration of any Interest Period in respect of any Borrowing, Borrower shall have failed to deliver the Notice of Conversion/Continuation, Borrower shall be deemed to have elected to continue such Borrowing as a Eurodollar Advance for the same interest Period then applicable to said Borrowing. No conversion of any Borrowing of Eurodollar Advances shall be permitted except on the last day of the Interest Period in respect thereof.

(c) Without in any way limiting Borrower's obligation to confirm in writing any telephonic notice, the Lender may act without liability upon the basis of telephonic notice believed by the Lender in good faith to be from Borrower prior to receipt of written confirmation. In each such case, Borrower hereby waives the right to dispute the Lender's record of the terms of such telephonic notice.

Section 4.2 Disbursement of Funds . The Lender will make available the amount of such Borrowing in immediately available funds at the Lending Office of the Lender by crediting such amounts to Borrower's demand deposit account maintained with the Lender by the close of business on such Business Day.

Section 4.3 Interest; Default, Payment and Determination . Overdue principal and, to the extent not prohibited by applicable law, overdue interest, in respect of the Revolving Loans, and all other overdue amounts owing hereunder, shall bear interest from each date that such amounts are overdue, at the higher of the following rates:

(a) Base Advance Rate plus an additional two percent (2.0%) per annum; or

(b) The interest rate otherwise applicable to said amount plus an additional two percent (2.0%) per annum.

Section 4.4 Interest Periods . In connection with the making or continuation of, or conversion into, each Eurodollar Advance, Borrower shall select an Interest Period to be applicable to such Eurodollar Advance, which Interest Period shall be a 1, 2 or 3 month period; provided that :

(a) The initial Interest Period for any Borrowing of Eurodollar Advances shall commence on the date of such Borrowing and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires;

(b) If any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day;

(c) Any Interest Period in respect of Eurodollar Advances which begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall, subject to part (iv) below, expire on the last Business Day of such calendar month; and

(d) No Interest Period shall extend beyond the Maturity Date.

Section 4.5 Fees .

(a) Borrower shall pay to the Lender the Availability Fee for the period commencing on the Closing Date to and including the Maturity Date, such Fee being payable (i) quarterly in arrears on the last calendar day of each fiscal quarter of Borrower and on the Maturity Date, and (ii) at the time of any reduction in the Revolving Loan Commitment under Section 2.5 hereof on the amount of said reduction.

(b) Borrower shall pay to Lender on or prior to Closing Date, the Upfront Fee.

(c) Borrower shall pay to Lender a Letter of Credit Margin Fee for the period commencing on the Closing Date to and including the Maturity Date, computed at a rate equal to the Applicable Margin for Eurodollar Advances, based on the Borrower's Funded Debt to Consolidated EBITDA Ratio, measured quarterly, on the average daily amount of the total LC Exposure, such fee being payable quarterly in arrears on the last calendar day of each calendar quarter and on the Maturity Date.

Section 4.6 Voluntary Prepayments of Borrowings .

(a) Borrower may, at its option, prepay Borrowings consisting of Base Rate Advances at any time in whole, or from time to time in part, in amounts aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at Borrower's option, in whole, or from time to time in part, in aggregating $5,000,000 or any greater integral multiple of $1,000,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment, provided however , prepayment of Eurodollar Advances may only be made on the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with Section 4.6(c) below.

(b) Borrower shall give written notice (or telephonic notice confirmed in writing) to the Lender of any intended prepayment of the Revolving Loans (i) not less than one (1) Business Day prior to any prepayment of Base Rate Advances, and (ii) not less than three (3) Business Days prior to any prepayment of Eurodollar Advances. Such notice, once given, shall be irrevocable.

(c) Borrower, when providing notice of prepayment pursuant to Section 4.6(b) shall designate the Types of Advances and the specific Borrowing or Borrowings which are to be prepaid, provided that (i) if any prepayment of Eurodollar Advances made pursuant to a single Borrowing of the Revolving Loans shall reduce the outstanding Advances made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall immediately be converted into Base Rate Advances, and (ii) each prepayment made pursuant to a single Borrowing shall be applied pro rata among the Loans comprising such Borrowing.

(d) In regard to any Revolving Loan, nothing contained herein shall preclude the Borrower from prepaying said Loan and thereafter and prior to the Maturity Date from obtaining any additional or future Advances as a Revolving Loan under Section 2.1 above up to the Revolving Loan Commitment.

Section 4.7 Payments, etc. Except as otherwise specifically provided herein, all payments under this Agreement and the other Credit Documents, other than the payments specified in clause (b) below, shall be made without notice, defense, set-off or counterclaim to the Lender, not later than 11:00 A.M. (local time for the Lender) on the date when due and shall be made in Dollars in immediately available funds to the Lender at the Lender's Lending Office.

(a) (i) All such payments shall be made free and clear of and without deduction or withholding for any Taxes in respect of this Agreement, the Notes or other Credit Documents, or any payments of principal, interest, fees or other amounts payable hereunder or thereunder (but excluding any Taxes imposed on the overall net income of the Lender pursuant to the laws of any jurisdiction). If any Taxes are so levied or imposed, Borrower agrees (A) to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every net payment of all amounts due hereunder and under the Notes and other Credit Documents, after withholding or deduction for or on account of any such Taxes (including additional sums payable under this Section 4.7 ), will not be less than the full amount provided for herein had no such deduction or withholding been required, (B) to make such withholding or deduction, and (C) to pay the full amount deducted to the relevant authority in accordance with applicable law. Borrower will furnish to the Lender within thirty days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower. Borrower will indemnify and hold harmless the Lender and reimburse the Lender upon written request for the amount of any such Taxes (exclusive of any taxes imposed on the overall net income of the Lender) so levied or imposed and paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or illegally asserted. A certificate as to the amount of such payment by the Lender, absent manifest error, shall be final, conclusive and binding for all purposes.

(b) Subject to Section 4.4(b) , whenever any payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the applicable rate during such extension.

(c) All computations of interest and fees shall be made on the basis of a year of 365 days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed).

Section 4.8 LIBOR Rate Not Ascertainable, Etc. In the event that the Lender shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) that on any date for determining LIBOR for any Interest Period, by reason of any changes arising after the date of this Agreement affecting the London interbank market or the Lender's position in such markets, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR then, and in any such event, the Lender shall forthwith give notice (by telephone confirmed in writing) to Borrower of such determination and a summary of the basis for such determination. Until the Lender notifies Borrower that the circumstances giving rise to the suspension described herein no longer exist (which Lender agrees to give as soon as conditions warrant), the obligations of the Lender to make or permit portions of the Revolving Loans to remain outstanding past the last day of the then current Interest Periods as Eurodollar Advances, shall be suspended, and such affected Advances shall bear the same interest as Base Rate Advances.

Section 4.9 Illegality .

(a) In the event that the Lender shall have determined (which determination shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all parties) at anytime that the making or continuance of any Eurodollar Advance has become unlawful by compliance by the Lender in good faith with any applicable law, governmental rule, regulation, guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, in any such event, the Lender shall give prompt notice (by telephone confirmed in writing) to Borrower of such determination and a summary of the basis for such determination.

(b) Upon the giving of the notice to Borrower referred to in subsection (a) above, (i) Borrower's right to request and the Lender's obligation to make Eurodollar Advances shall be immediately suspended, and the Lender shall make an Advance as part of the requested Borrowing of Eurodollar Advances as a Base Rate Advance, which Base Rate Advance shall, for all other purposes, be considered part of such Borrowing, and (ii) if the affected Eurodollar Advance or Advances are then outstanding, Borrower shall immediately, or if permitted by applicable law, no later than the date permitted thereby, upon at least one Business Day's written notice to the Lender, convert each such Advance into an Advance or Advances of a different Type with an Interest Period ending on the date on which the Interest Period applicable to the affected Eurodollar Advances expires.

Section 4.10 Increased Costs .

(a) If, by reason of after the date hereof, (x) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation, or (y) the compliance with any guideline or request from any central bank or other governmental authority or quasi governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law):

(i) the Lender (or its applicable Lending Office) shall be subject to any tax, duty or other charge with respect to its Eurodollar Advances or its obligation to make Eurodollar Advances, or the basis of taxation of payments to the Lender of the principal of or interest on its Eurodollar Advances or its obligation to make Eurodollar Advances shall have changed (except for changes in the tax on the net income or profits of the Lender or its applicable Lending Office imposed by any jurisdiction); or

(ii) any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender's applicable Lending Office shall be imposed or deemed applicable or any other condition affecting its Eurodollar Advances or its obligation to make Eurodollar Advances shall be imposed on the Lender or its applicable Lending Office or the London interbank market or the United States secondary certificate of deposit market;

and as a result thereof there shall be any increase in the cost to the Lender of agreeing to make or making, funding or maintaining Eurodollar Advances (except to the extent already included in the determination of the applicable LIBOR Advance Rate for Eurodollar Advances), or there shall be a reduction in the amount received or receivable by the Lender or its applicable Lending Office, then Borrower shall from time to time (subject, in the case of certain Taxes, to the applicable provisions of Section 4.7(b) ), upon written notice from and demand by the Lender on Borrower pay to the Lender within five Business Days after the date of such notice and demand, additional amounts sufficient to indemnify the Lender against such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by the Lender in good faith and accompanied by a statement prepared by the Lender describing in reasonable detail the basis for and calculation of such increased cost, shall, except for manifest error, be final, conclusive and binding for all purposes.

(b) If the Lender, because of the circumstances described in clauses (x) or (y) in Section 4.10(a) or any other circumstances beyond the Lender's reasonable control arising after the date of this Agreement affecting the Lender or the London interbank market or the Lender's position in such markets, the LIBOR Advance Rate, as determined by the Lender, will not adequately and fairly reflect the cost to the Lender of funding its Eurodollar Advances, then, and in any such event:

(i) The Lender shall forthwith give notice (by telephone confirmed in writing) to Borrower;

(ii) Borrower's right to request and the Lender's obligation to make or permit portions of the Loans to remain outstanding past the last day of the then current Interest Periods as Eurodollar Advances, shall be immediately suspended; and

(iii) The Lender shall make a Loan as part of any requested Borrowing of Eurodollar Advances, as a Base Rate Advance, which such Base Rate Advance shall, for all other purposes, be considered part of such Borrowing.

Section 4.11 This Section is not applicable .

Section 4.12 Funding Losses . Borrower shall compensate the Lender, upon its written request to Borrower (which request shall set forth the basis for requesting such amounts in reasonable detail and which request shall be made in good faith and, absent manifest error, shall be final, conclusive and binding upon all of the parties hereto), for all losses, expenses and liabilities (including, without limitation, any interest paid by the Lender to lenders of funds borrowed by it to make or carry its Eurodollar Advances, in either case to the extent not recovered by the Lender in connection with the reemployment of such funds and including loss of anticipated profits), which the Lender may sustain: (a) if for any reason (other than a default by the Lender) a borrowing of, or conversion to or continuation of, Eurodollar Advances to Borrower does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion (whether or not withdrawn); (b) if any repayment (including mandatory prepayments and any conversions pursuant to Section 4.9(b) ) of any Eurodollar Advances to Borrower occurs on a date which is not the last day of an Interest Period applicable thereto; or (c), if, for any reason, Borrower defaults in its obligation to repay its Eurodollar Advances when required by the terms of this Agreement.

Section 4.13 Assumptions Concerning Funding of Eurodollar Advances . Calculation of all amounts payable to the Lender under this Article IV shall be made as though the Lender had actually funded its relevant Eurodollar Advances through the purchase of deposits in the relevant market bearing interest at the rate applicable to such Eurodollar Advances in an amount equal to the amount of the Eurodollar Advances and having a maturity comparable to the relevant Interest Period and, in the case of Eurodollar Advances, through the transfer of such Eurodollar Advances from an offshore office of the Lender to a domestic office of the Lender in the United States of America; provided , however , that the Lender may fund each of its Eurodollar Advances in any manner it sees fit and the foregoing assumption shall be used only for calculation of amounts payable under this Article IV .

Section 4.14 This Section is not applicable .

Section 4.15 This Section is not applicable .

Section 4.16 Capital Adequacy . Without limiting any other provision of this Agreement, in the event that the Lender shall have determined that the adoption of any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy not currently in effect or fully applicable as of the Closing Date, or any change therein or in the interpretation or application thereof after the Closing Date, or compliance by the Lender with any request or directive regarding capital adequacy not currently in effect or fully applicable as of the Closing Date (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) from a central bank or governmental authority or body having jurisdiction, does or shall have the effect of reducing the rate of return on the Lender's capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such law, treaty, rule, regulation, guideline or order, or such change or compliance (taking into consideration the Lender's policies with respect to capital adequacy by an amount deemed by the Lender to be material, then within ten Business Days after written notice and demand by the Lender, Borrower shall from time to time pay to the Lender additional amounts sufficient to compensate the Lender for such reduction (but, in the case of outstanding Base Rate Advances, without duplication of any amounts already recovered by the Lender by reason of an adjustment in the applicable Base Rate). Each certificate as to the amount payable under this Section 4.16 (which certificate shall set forth the basis for requesting such amounts in reasonable detail), submitted to Borrower by the Lender in good faith, shall, absent manifest error, be final, conclusive and binding for all purposes.

Section 4.17 This Section is not applicable .

Section 4.18 Limitation on Certain Payment Obligations .

(a) The Lender shall make written demand on Borrower for indemnification or compensation pursuant to Section 4.7 no later than ninety (90) days after the earlier of (i) the date on which the Lender makes payment of such Taxes, and (ii) the date on which the relevant taxing authority or other governmental authority makes written demand upon the Lender for payment of such Taxes.

(b) The Lender shall make written demand on Borrower for indemnification or compensation pursuant to Sections 4.12 and 4.13 no later than ninety (90) days after the event giving rise to the claim for indemnification or compensation occurs.

(c) The Lender shall make written demand on Borrower for indemnification or compensation pursuant to Sections 4.10 and 4.16 no later than ninety (90) days after the Lender receives actual notice or obtains actual knowledge of the promulgation of a law, rule, order or interpretation or occurrence of another event giving rise to a claim pursuant to such sections.

(d) In the event that the Lender fails to give Borrower notice within the time limitations prescribed in (a) or (b) above, Borrower shall not have any obligation to pay such claim for compensation or indemnification. In the event that the Lender fail to give Borrower notice within the time limitation prescribed in (c) above, Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the ninetieth day preceding such written demand.

Section 4.19 Change from One Type of Borrowing to Another . Subject to the limitations set forth in this Agreement, the Borrower shall have the right from time to time to change from one Type of Borrowing to another by giving an appropriate Notice of Conversion/Continuation in the manner set forth in Section 4.1.

ARTICLE V

CONDITIONS TO BORROWINGS

The obligations of the Lender to make Advances to Borrower hereunder and to accept a conversation of one Type of Loan into another is subject to the satisfaction of the following conditions:

Section 5.1 Conditions Precedent to Initial Loans . At the time of the making of the initial Loans hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to the initial Loans (including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the Lender and any Closing Fees and expenses payable to the Lender as previously agreed with Borrower), shall have been paid in full, and the Lender shall have received the following, in form and substance reasonably satisfactory in all respects to the Lender:

(a) The duly executed counterparts of this Agreement;

(b) The duly executed Note evidencing the Revolving Loan Commitment;

(d) This subsection is not applicable;

(e) This subsection is not applicable;

(f) Duly executed Certificate of Borrower in substantially the form which is reasonable acceptable to the Lender and appropriately completed;

(g) Duly executed Certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents;

(h) Duly executed Certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities;

(i) Certified copies of the certificate or articles of incorporation of each Credit Party certified by the Secretary of State or the Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party;

(j) Copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired;

(k) Certified copies of the Intercompany Credit Documents, to the extent that they exist;

(l) Certified copies of indentures, credit agreements, leases, capital leases, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 8.1(b) , other than with respect to any such Indebtedness outstanding with the Lender, in any single case greater than $100,000;

(m) Certificates, reports and other information as the Lender may reasonably request from any Consolidated Company in order to satisfy the Lender as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans;

(n) Certificates, reports, environmental audits and investigations, and other information as the Lender may reasonably request from any Consolidated Company in order to satisfy the Lender as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto;

(o) Certificates, reports and other information as the Lender may reasonably request from any Consolidated Company in order to satisfy the Lender as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies;

(p) A summary, set forth in format and detail reasonably acceptable to the Lender, as the Lender may reasonably request, of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies;

(q) The duly executed favorable opinion of in-house legal counsel to the Credit Parties, substantially in the form reasonably acceptable to Lender addressed to the Lender and each of the Lender;

(r) Financial Statements of the Borrower, audited on a consolidated basis for the fiscal years ended on December 31, 2005, 2006 and 2007; and

(s) Financial Statements of the Borrower, internally prepared and unaudited, on a consolidated basis for the three (3) month period ending March 31, 2008.

In addition to the foregoing, the following conditions shall have been satisfied or shall exist, all to the reasonable satisfaction of the Lender, as of the time the initial Loans are made hereunder:

(t) The Loans to be made on the Closing Date and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority;

(u) All corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to the Lender; and

(v) The status of all pending and threatened liti

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