CREDIT AGREEMENT

This Credit Agreement is entered into as of July 17, 2009, among North American Galvanizing & Coatings, Inc., a Delaware corporation (the “Parent”), and North American Galvanizing Company, a Delaware corporation (together with the Parent, the “Borrowers”; each individually, a “Borrower”), the Guarantors (as hereinafter defined), the several financial institutions from time to time party to this Agreement (collectively, the “Lenders”; each individually, a “Lender”), and Wells Fargo Bank, National Association, as Swing Line Lender, L/C Issuer, and Agent for the Lenders.

The Borrowers have requested that the Lenders provide a revolving credit facility, that the L/C Issuer provide a letter of credit subfacility, and that the Swing Line Lender provide a swing line subfacility, and the Lenders, the Swing Line Lender and the L/C Issuer are willing to do so on the terms and conditions set forth herein.  In consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereby agree as follows:

Section 1.01   Certain Defined Terms .  The following terms have the following meanings:

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

“ Affiliate ” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of Voting Stock, by contract, or otherwise.

“ Agent ” means Wells Fargo in its capacity as agent for the Lenders hereunder, and any successor agent appointed under Section 11.09 .

“ Agent-Related Persons ” means Wells Fargo and any successor agent appointed under Section 11.09 and any successor letter of credit issuing bank hereunder, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ Agent’s Payment Office ” means the address for payments set forth on Schedule 12.02 or such other address as the Agent may from time to time specify.

“ Aggregate Commitment ” means the aggregate Commitments of the Lenders, initially equal to Twenty-Five Million Dollars ($25,000,000).

“ Agreement ” means this Credit Agreement, as it may be amended, supplemented or modified from time to time.

“ Applicable Margin ” means, for any period, the applicable of the following percentages per annum in effect with respect to such period as the Leverage Ratio of the Parent shall fall within the indicated ranges:

The Leverage Ratio shall be calculated by the Parent as of the end of each fiscal quarter, commencing with the fiscal quarter ending September 30, 2009, and shall be reported to the Agent pursuant to a Compliance Certificate executed by a Responsible Officer on behalf of the Parent and delivered pursuant to Subsection 7.01(c) hereof.  The Applicable Margin shall be adjusted, if necessary, on the third (3rd) Business Day after the delivery of such certificate, with such adjustment (i) to apply to all Interest Periods then outstanding and (ii) to begin on such Business Day and continue thereafter until the next adjustment date.  From the Closing Date until adjusted as described above, the Applicable Margin shall be 1.50%.

“ Applicable Usury Law ” shall mean the laws of the State of Oklahoma or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as such laws now exist or may be changed or amended or come into effect in the future.

“ Asset Coverage Ratio ” means, as of any date of determination, the ratio of (a) the sum of (i) cash or readily-marketable cash equivalents, (ii) accounts receivable, (iii) inventory, and (iv) net property, plant and equipment, in each case determined as of such date for the Parent and its Subsidiaries on a consolidated basis, to (b) Funded Debt of the Parent and its Subsidiaries on a consolidated basis as of such date.

“ Assignee ” has the meaning specified in Subsection 12.08(a) .

“ Attorney Costs ” means and includes all reasonable fees and disbursements of any law firm or other external counsel.

“ Bankruptcy Code ” means the United States Bankruptcy Code (11 U.S.C. § 101, et seq. ), as amended, and the regulations promulgated thereunder.

“ Borrowing” means a borrowing hereunder consisting of Loans of the same Type made to the Borrowers on the same day by the Lenders or Swing Line Lender under Article II , and, in the case of LIBOR Rate Loans, having the same Interest Period.

“ Borrowing Date ” means any date on which a Borrowing occurs under Section 2.03 .

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Agent’s Office is located and, if such day relates to any LIBOR Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between commercial banks in the applicable offshore Dollar interbank market.

“ Capital Adequacy Regulation ” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

“ Capital Expenditures ” means, for any period and with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries.

“ Capital Stock ” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited) and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Agent, for the benefit of the Agent, the L/C Issuer and the Lenders, as additional collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Agent and the L/C Issuer (which documents are hereby consented to by the Lenders).

“ Change of Control ” means the occurrence of any of the following events:

(a)           the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act, but excluding any Plan of the Parent or any of its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) or related persons constituting a “group” (as such term is used in Rule 13d-5 under the Exchange Act);

(b)           the consummation of any transaction (including any merger or consolidation) the result of which is that any “person” (as defined above) or related persons constituting a “group” (as such term is used in Rule 13d-5 under the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 40% of the Capital Stock of the Parent, measured by voting power rather than number of shares;

(c)           the first day on which a majority of the members of the Board of Directors of the Parent are not Continuing Directors; or

(d)           the Parent consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Parent, in any such event pursuant to a transaction in which any of the outstanding Capital Stock of the Parent or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Capital Stock of the Parent outstanding immediately prior to such transaction is converted into or exchanged for voting Capital Stock of the surviving or transferee Person constituting a majority of the outstanding shares of such voting Capital Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“ Collateral ” means all property and interests in property and proceeds thereof now owned or hereafter acquired by the Loan Parties in or upon which a Lien now or hereafter exists in favor of the Lenders, or the Agent on behalf of the Lenders, whether under this Agreement, under the Collateral Documents or under any other documents executed by any such Person and delivered to the Agent or the Lenders.

“ Collateral Documents ” means, collectively, (a) the Security Agreement and all other security agreements, patent and trademark assignments, lease assignments, guarantees and other similar agreements between any Loan Party and the Agent (for the benefit of the Lenders) now or hereafter delivered to the Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or comparable law) against any Loan Party as debtor in favor of the Agent (for the benefit of the Lenders) as secured party, and (b) any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions and extensions of any of the foregoing.

“ Commitment ” means, as to each Lender, its Revolving Loan Commitment and its obligation to purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 .

“ Commitment Fee Margin ” means 0.25% per annum.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit “C” .

“ Contingent Obligation ” means, as to any Person, any direct or indirect liability of that Person, whether or not contingent, with or without recourse, (a) with respect to any Debt, lease, dividend, letter of credit or other obligation (the “ primary obligations ”) of another Person (the “ primary obligor ”), including any obligation of that Person (i) to purchase, repurchase or otherwise acquire such primary obligations or any security therefor, (ii) to advance or provide funds for the payment or discharge of any such primary obligation, or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof (each, a “ Guaranty Obligation ”); (b) with respect to any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments; (c) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered, or (d) in respect of any Swap Contract.  The amount of any Contingent Obligation shall, in the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof, and in the case of other Contingent Obligations other than in respect of Swap Contracts, shall be equal to the maximum reasonably anticipated liability in respect thereof and, in the case of Contingent Obligations in respect of Swap Contracts, shall be equal to the Swap Termination Value.

“ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of the Parent who (a) was a member of such Board of Directors on the Closing Date or (b) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its property is bound.

“ Conversion/Continuation Date ” means any date on which, under Section 2.04 , the Borrower (a) converts Loans of one Type to another Type, or (b) continues as Loans of the same Type, but with a new Interest Period.

“ Credit Extension ” means and includes (a) the making of any Loans hereunder, and (b) the Issuance of any Letters of Credit hereunder.

“ Current Portion of Long Term Debt ” means, as of any calculation date, that portion of long-term Funded Debt due or scheduled to be paid within the next twelve (12) months.

“ Daily One-Month LIBOR Rate ” means, for any day, the rate of interest equal to the LIBOR Rate then in effect for delivery for a one-month period.

“ Daily One-Month LIBOR Rate Loan ” means a Loan or an L/C Advance that bears interest based on the Daily One-Month LIBOR Rate.

“ Debt ” means, without duplication, (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on ordinary terms); (c) all Contingent Obligations with respect to Surety Instruments (including Letters of Credit issued hereunder); (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement; (f) all obligations with respect to capital leases; (g) all indebtedness referred to in clauses (a) through (f) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt; (h) all preferred Capital Stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date; and (i) all Guaranty Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (h) above.  For all purposes of this Agreement, the Debt of any Person shall include all recourse Debt of any partnership or joint venture in which such Person is a general partner or a joint venturer.

“ Default ” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

“ Default Rate” means, with respect to any Loan, an interest rate equal to the interest rate otherwise applicable to such Loan plus four percent (4%) per annum; provided , however , that in no event shall the Default Rate exceed the Highest Lawful Rate.

“ Dollars ”, “ dollars ” and ” $ ” each mean lawful money of the United States.

“ Early Termination Date ” shall have that meaning as described in any Specified Swap Contract.

“ EBITDA ” means, for any period, for the Parent and is Subsidiaries, determined on a consolidated basis in accordance with GAAP, the sum of (a) the net income (or net loss) for such period, plus (b) all amounts treated as expenses for depreciation and interest and the amortization of intangibles of any kind to the extent included in the determination of such net income (or loss), plus (c) all accrued taxes on or measured by income to the extent included in the determination of such net income (or net loss), provided, however, that net income (or net loss) shall be computed by adding any extraordinary loss or losses and subtracting any extraordinary gain or gains.

“ Effective Amount ” means (a) with respect to any Loans, on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Loans occurring on such date; and (b) with respect to any outstanding L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any Issuances of Letters of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“ Eligible Assignee ” means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having a combined capital and surplus of at least $100,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the “ OECD ”), or a political subdivision of any such country, and having a combined capital and surplus of at least $100,000,000, provided that such bank is acting through a branch or agency located in the United States; (c) a Person that is primarily engaged in the business of commercial banking and that is (i) a Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender is a Subsidiary, or (iii) a Person of which a Lender is a Subsidiary; and (d) any other entity approved by the Agent.

“ Environmental Claims ” means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release or injury to the environment or threat to public health, personal injury (including sickness, disease or death), property damage, natural resources damage, or otherwise alleging liability or responsibility for damages (punitive or otherwise), investigation, cleanup, removal, remedial or response costs, restitution, civil or criminal penalties, injunctive relief, or other type of relief, resulting from or based upon the presence, placements, discharge, emission or release (including intentional and unintentional, negligent and non-negligent, sudden or non-sudden, accidental or non-accidental, placements, spills, leaks, discharges, emissions or releases) of any Hazardous Material at, in, or from any property, whether or not owned by any Loan Party or taken as Collateral, or in connection with any operations of any Loan Party.

“ Environmental Laws ” means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental, health, safety and land use matters, including, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, and the Emergency Planning and Community Right-to-Know Act.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and regulations promulgated thereunder.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Parent within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Sections 412 and 430 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.

“ Event of Default ” means any of the events or circumstances specified in Section 9.01 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

“ FDIC ” means the Federal Deposit Insurance Corporation, and any Governmental Authority succeeding to any of its principal functions.

“ Federal Funds Rate ” means, for any day, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, “H.15(519)”) on the preceding Business Day opposite the caption “Federal Funds (Effective)”; or, if for any relevant day such rate is not so published on any such preceding Business Day, the rate for such day will be the arithmetic mean as determined by the Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (Central time) on that day by each of three leading brokers of Federal funds transactions in Chicago selected by the Agent.

“ Fixed Charge Coverage Ratio ” means, as of the last day of any fiscal quarter, the ratio of (a) EBITDA for the four (4) consecutive fiscal quarters ending on such date minus the sum of (i) depreciation and amortization expense for the same period, (ii) cash Taxes paid during the same period, and (iii) Restricted Payments made during the same period, to (b) the sum of (i) interest expense for the same period and (ii) the Current Portion of Long Term Debt as of such date, in each case determined on a consolidated basis for the Parent and its Subsidiaries.

“ FRB ” means the Board of Governors of the Federal Reserve System, and any Governmental Authority succeeding to any of its principal functions.

“ Funded Debt ” of any Person means, without duplication, (a) all Debt of such Person other than Debt of the types referred to in clauses (h) and (i) of the definition of “Debt”, (b) all Contingent Obligations of such Person with respect to Debt of the type referred to in the foregoing clause (a) of another Person, and (c) all Debt of the type referred to in the foregoing clause (a) of any partnership or joint venture for which such Person is legally obligated or has a reasonable expectation of being liable.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantors ” means (i) NAGalv-Ohio, Inc. a Delaware corporation, Rogers Galvanizing Company-Kansas City, an Oklahoma corporation, Reinforcing Services, Inc., an Oklahoma corporation, Premier Coatings, Inc., an Oklahoma corporation, and NAGALV - WV, Inc., a Delaware corporation, and (ii) any other Person that hereafter becomes a Subsidiary of the Parent.

“ Guaranty Obligation ” has the meaning specified in the definition of “ Contingent Obligation ”.

“ Highest Lawful Rate ” shall mean the maximum nonusurious rate of interest that any Lender is permitted under Applicable Usury Law to contract for, take, charge, or receive from the Borrower.

“ Honor Date ” has the meaning specified in Subsection 3.03(b) .

“ Indemnified Liabilities ” has the meaning specified in Section 12.05(a) .

“ Indemnified Person ” has the meaning specified in Section 12.05(a) .

“ Independent Auditor ” has the meaning specified in Subsection 7.01(a) .

“ Insolvency Proceeding ” means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case, undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“ Interest Payment Date ” means, (i) as to any LIBOR Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date, (ii) as to any Daily One-Month LIBOR Rate Loan, the last day of each calendar quarter and the Maturity Date, and (iii) as to any Swing Line Loan, the last day of each calendar month and the Maturity Date.

“ Interest Period ” means, as to any LIBOR Rate Loan, the period commencing on the Borrowing Date of such LIBOR Rate Loan or on the Conversion/Continuation Date on which the Loan is converted or continued as a LIBOR Rate Loan, and ending on the date one month, two months, three months or six months thereafter, whichever is applicable; provided that:

(a)   any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

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

(c)   no Interest Period shall extend beyond the Maturity Date.

“ Investments ” has the meaning specified in Section 8.04 .

“ IRS ” means the Internal Revenue Service, and any Governmental Authority succeeding to any of its principal functions under the Code.

“ Issuance Date ” has the meaning specified in Subsection 3.01(a) .

“ Issue ” means, with respect to any Letter of Credit, to issue or to extend the expiry of, or to renew or increase the amount of, such Letter of Credit; and the terms “ Issued ,” “ Issuing ” and “ Issuance ” have corresponding meanings.

“ Knowledge ” and words of similar meaning when used with respect to any Loan Party means the actual personal knowledge of any Responsible Officer.

“ L/C Advance ” means each Lender’s participation in any L/C Borrowing in accordance with its Pro Rata Share.

“ L/C Application ” means an application form for issuances of standby letters of credit as shall at any time be in use at the L/C Issuer, as the L/C Issuer shall request.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which shall not have been reimbursed on the date when made nor converted into a Borrowing of Revolving Loans under Subsection 3.03(d) .

“ L/C Commitment ” means the commitment of the L/C Issuer to Issue, and the commitment of the Lenders severally to participate in, Letters of Credit from time to time Issued or outstanding under Article III , in an aggregate amount not to exceed on any date the amount of $3,000,000, as the same may be reduced as a result of a reduction in the L/C Commitment pursuant to Section 2.08 ; provided that the L/C Commitment is a part of the Aggregate Commitment, rather than a separate, independent commitment.

“ L/C Issuer ” means, in respect of each Letter of Credit, Wells Fargo or such other Lender selected by the Agent which has agreed to act as issuer of such Letter of Credit hereunder.

“ L/C Obligations ” means at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit then outstanding, plus (b) the amount of all unreimbursed drawings under all Letters of Credit, including all outstanding L/C Borrowings.

“ L/C-Related Documents ” means the Letters of Credit, the L/C Applications, the L/C Amendment Applications and any other document relating to any Letter of Credit, including any standard form documents used by the L/C Issuer for letter of credit issuances.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender specified as its “Lending Office” on Schedule 12.02 , or such other office or offices as such Lender may from time to time notify the Borrowers and the Agent.

“ Letter of Credit ” means any standby letter of credit (but excluding any other type of letter of credit) issued by the L/C Issuer pursuant to Article III .

“ Leverage Ratio ” means, as of the last day of any fiscal quarter, the ratio of (a) all Funded Debt of the Parent and its Subsidiaries on a consolidated basis as of such date, to (b) EBITDA for the period of four (4) fiscal quarters ending on such date.

“ LIBOR Rate ” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) and determined pursuant to the following formula:

(i)   “Base LIBOR” means, for any LIBOR Rate Loan or Daily One-Month LIBOR Rate Loan, the rate per annum for United States Dollar deposits quoted by Wells Fargo as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Wells Fargo for the purpose of calculating effective rates of interest for loans making reference thereto, for delivery of funds for a period corresponding to the applicable Interest Period (in the case of any LIBOR Rate Loan) or for a period of one month (in the case of any Daily One-Month LIBOR Rate Loan) in an amount equal to the principal amount of such Loan.  The Borrowers understand and agree that Wells Fargo may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Wells Fargo in its discretion deems appropriate, including the rate offered for U.S. Dollar deposits on the London Inter-Bank Market.

(ii)   “LIBOR Reserve Percentage” means the reserve percentage prescribed by the FRB for “Eurocurrency Liabilities” (as defined in Regulation D of the FRB, as amended), adjusted by the Agent for expected changes in such reserve percentage during the term of any Loan.

“ Loan ” means an extension of credit by a Lender to the Borrowers under Article II or Article III in the form of a Revolving Loan, Swing Line Loan or an L/C Advance.

“ Loan Parties ” means the Borrowers and the Guarantors, collectively.

“ Loan Documents ” means this Agreement, any Note, the L/C-Related Documents, the Collateral Documents, and all other documents delivered to the Agent or any Lender in connection herewith.

“ Margin Stock ” means “margin stock” as such term is defined in Regulation T, U or X of the FRB.

“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“ Maturity Date ” means the earlier to occur of:

(a)   July 17, 2012, or

(b)   the date on which the Aggregate Commitment terminates in accordance with the provisions of this Agreement.

“ Multiemployer Plan ” means a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA, to which a Loan Party or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions.

“ Net Proceeds ” means, with respect to any sale, transfer or other disposition of assets of a Loan Party, cash or readily marketable cash equivalents received (but excluding any other non-cash form) therefrom, whether at the time of such sale, transfer, disposition or issuance or subsequent thereto, net, in either case, of all legal, title and recording tax expenses, commissions and other fees and all costs and expenses incurred and all Federal, state, local, and other taxes required to be paid or accrued as a liability as a consequence of such transaction.

“ Note ” means a promissory note executed by the Borrowers in favor of any Lender pursuant to the terms of this Agreement.

“ Notice of Borrowing ” means a notice in substantially the form of Exhibit “A” and, with respect to a Swing Line Loan, means a Swing Line Loan Notice.

“ Notice of Conversion/Continuation ” means a notice in substantially the form of Exhibit “B” or a notice to the Agent by an electronic method permitted by the Agent.

“ Organization Documents ” means, for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, any shareholder rights agreement, and all applicable resolutions of the board of directors (or any committee thereof) of such corporation, and for any limited liability company, the certificate or articles or organization, the operating agreement, any voting agreement (or similar agreement) and all applicable actions by the body having management authority over such limited liability company.

“ Participant ” has the meaning specified in Subsection 12.08(e) .

“ PBGC ” means the Pension Benefit Guaranty Corporation, or any Governmental Authority succeeding to any of its principal functions under ERISA.

“ Pension Plan ” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which a Loan Party or any ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or otherwise has any liability, or in the case of a single employer plan which has two (2) or more contributing sponsors (as described in Section 4064(a) of ERISA), it has made contributions at any time during the immediately preceding five (5) plan years.

“ Permitted Acquisition ” means any Acquisition which is not otherwise prohibited by this Agreement and with respect to which each of the following conditions are met:

(a)           there exists no Default or Event of Default;

(b)           the Borrowers demonstrate pro-forma compliance with all terms and conditions of this Agreement based on combined historical operating results of the Acquisition target combined with the Borrowers’ historical operating results;

(c)            if the Acquisition involves a cash payment, directly or indirectly, of more than $5,000,000, the Borrowers shall have provided the Agent with copies of (i) the audited financial statements of the Acquisition target completed not more than fifteen (15) months prior to the closing date of such Permitted Acquisition, to the extent audited financial statements are available, (ii) to the extent audited financial statements are not available, if requested by the Agent, a calculation of EBITDA   for the Acquisition target for such period as the Agent shall request, prepared and certified by an outside accounting firm satisfactory to the Agent, and (iii) such other information as may be requested by the Agent regarding the financial condition and results of operation of the Acquisition target;

(d)            the Acquisition is undertaken in accordance with all applicable Requirements of Law;

(e)    the board of directors or equivalent governing body of the Acquisition target consents to or approves the Acquisition;

(f)             the Person or business which is the subject of the Acquisition is in the same or a substantially related line of business to the lines of business in which the Loan Parties are engaged on the date hereof, including the coatings business or any business related to steel processing; and

(g)    the Acquisition consists exclusively of (i) assets primarily located in the United States, Canada or Mexico or (ii) a Person organized under the laws of the United States, Canada or Mexico or any state or province thereof.

“ Permitted Liens ” has the meaning specified in Section 8.01 .

“ Permitted Swap Obligations ” means all obligations (contingent or otherwise) of the Loan Parties existing or arising under Swap Contracts, provided that each of the following criteria is satisfied: (a) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder, and not for purposes of speculation or taking a “market view;” (b) such Swap Contracts do not contain (i) any provision (“walk-away” provision) exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, or (ii) with respect to any Swap Contract that is not a Specified Swap Contract, any provision creating or permitting the declaration of an event of default, termination event or similar event upon the occurrence of an Event of Default hereunder (other than an Event of Default under Subsection 9.01(a) ); and (c) a perfected security interest in such Person’s rights and interests to and in such Swap Contracts has been granted, and exists, in favor of the Agent, for the benefit of the Lenders, as collateral for the Obligations.  “Permitted Swap Obligations” shall also include all obligations (contingent or otherwise) of the Loan Parties existing or arising under Swap Contracts that are Specified Swap Contracts.

“ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, limited cooperative association, unincorporated association, joint venture or Governmental Authority.

“ Plan ” means an employee benefit plan (as defined in Section 3(3) of ERISA) which a Loan Party or any ERISA Affiliate sponsors or maintains or to which a Loan Party or any ERISA Affiliate makes, is making, or is obligated to make contributions or otherwise has any liability and includes any Pension Plan.

“ Pro Rata Share ” means, as to any Lender, (a) in respect of a particular Loan and/or Commitment, (i) at any time at which the Commitments in respect of such Loan remain outstanding, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of such Lender’s Commitment in respect of such Loan divided by the combined Commitments in respect of such Loan, and (ii) after the termination of the Commitments in respect of such Loan, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of the principal amount outstanding of such Loans held by such Lender divided by the aggregate principal amount outstanding of such Loans held by all Lenders, and (b) in respect of all Loans and/or Commitments, (i) at any time at which the Aggregate Commitment (or any portion thereof) remains outstanding, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of such Lender’s Commitments in respect of all Loans divided by the Aggregate Commitment, and (b) after the termination of the Aggregate Commitment, the percentage equivalent (expressed as a decimal, rounded to the ninth decimal place) at such time of the principal amount of such Lender’s outstanding Loans (including such Lender’s ratable share of L/C Obligations) divided by the aggregate principal amount of the outstanding Loans and L/C Obligations of all of the Lenders.

“ Rate Swap Documents ” means, collectively, all Swap Contracts entered into between any Loan Party and any Lender or any Affiliate thereof in respect of any portion of the Obligations.

“ Reportable Event ” means, any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

“ Required Lenders ” means at any time Lenders then holding at least sixty-six percent (66%) of the amount of the Aggregate Commitment (or if all Commitments have been terminated, then the aggregate principal amount outstanding of Loans plus the outstanding amount of L/C Obligations); provided , that, if no principal amount of any Loan is then outstanding, then “Required Lenders” shall mean Lenders then having at least sixty-six percent (66%) of the Aggregate Commitment.

“ Requirement of Law ” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

“ Responsible Officer ” means, as to any Loan Party, the chief executive officer, the president, the chief financial officer, the treasurer or any other officer having substantially the same authority and responsibility.

“ Restricted Payments ” has the meaning specified in Section 8.10 .

“ Revolving Loan ” has the meaning specified in Subsection 2.01 .

“ Revolving Loan Commitment ” as to each Lender has the meaning specified in Subsection 2.01 .

“ Security Agreement ” means that certain Security Agreement and Assignment dated as of the date hereof between the Loan Parties and the Agent, as it may be amended, modified or supplemented from time to time, pursuant to which the Loan Parties grant to the Agent, for the benefit of the Lenders, a continuing security interest in all of their property (other than real property), including accounts, contract rights, general intangibles, machinery, equipment, fixtures, inventory, and Capital Stock in their respective Subsidiaries.

“ Solvent ” means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(31) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities, but applying the reasonably anticipated liability, after giving effect to payments under insurance policies and indemnity agreements which such Person reasonably expects to receive) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“ Specified Swap Amount ” means, at any time, in respect of Specified Swap Contracts to which any Swap Provider is party, the Swap Termination Value relating thereto; provided that for purposes of this definition, any Swap Termination Value that is negative as to (i.e., owing by) any Swap Provider shall be deemed equal to zero (0).

“ Specified Swap Contract ” means any Swap Contract made or entered into at any time, or in effect at any time (whether heretofore or hereafter), whether directly or indirectly, and whether as a result of assignment or transfer or otherwise, between any Borrower and any Swap Provider which Swap Contract is or was intended by a Loan Party to have been entered into, in part or entirely, for purposes of mitigating interest rate or currency exchange risk relating to any Loan (which intent shall conclusively be deemed to exist if a Loan Party so represents to the Swap Provider in writing), and as to which the final scheduled payment by a Loan Party is not later than the Maturity Date.

“ Stated Amount ” means the stated or face amount of a Letter of Credit to the extent available at the time for drawing (subject to presentment of all requested documents), as the same may be increased or decreased from time to time in accordance with the terms of such Letter of Credit.

“ Subordinated Debt ” means (i) the Subordinated Notes and (ii) any other Debt of the Loan Parties which is unsecured, which does not require any payments of principal to be made prior to the date which is 180 days following the Maturity Date and which is subordinated as to principal and interest to the prior payment in full of the Obligations under the Loan Documents in a manner reasonably satisfactory to the Agent and the Required Lenders and which is otherwise on terms and conditions reasonably satisfactory to the Agent and the Required Lenders (it being understood that any subordination provisions which are the same as or substantially similar to those set forth in the Subordinated Notes shall be deemed to be reasonably satisfactory to the Agent and the Required Lenders).

“ Subordinated Notes ” means the 10% Subordinated Notes due July 31, 2014, to be issued by the Parent pursuant to the Private Placement Memorandum dated July 2009 in the aggregate principal amount of $10,000,000 ($11,500,000 with overallotment option).

“ Surety Bonds ” means all bonds issued for the account of any Loan Party to assure the performance thereby (or to the extent issued in the ordinary course of business, any other Person) under any contract entered into in the ordinary course of business.

“ Surety Instruments ” means all letters of credit (including standby and commercial), banker’s acceptances, bank guaranties, shipside bonds, performance bonds, Surety Bonds and similar instruments.

“ Swap Contract ” means any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swap option, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

“ Swap Provider ” means any Lender, or any Affiliate of a Lender, that is at the time of determination party to a Swap Contract with a Loan Party.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined by the Parent based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any Lender).

“ Swing Line ” means the revolving credit facility made available by the Swing Line Lender pursuant to Subsection 2.05 .

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan.

“ Swing Line Lender ” means Wells Fargo in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loan ” has the meaning specified in Subsection 2.05(a) .

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Subsection 2.05(b) , which, if in writing, shall be substantially in the form of Exhibit “A-1” .

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $10,000,000 and (b) the Aggregate Commitment (if the Aggregate Commitment is reduced below $10,000,000 pursuant to Section 2.06 ). The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitment.

“ Taxes ” means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, respectively, taxes imposed on or measured by its net income by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or the Agent, as the case may be, is organized or maintains a lending office.

“ Tribunal ” shall mean any municipal, state, commonwealth, federal, foreign, territorial or other sovereign, governmental entity, governmental department, court, commission, board, bureau, agency or instrumentality.

A “ Type ” of Loan means its status as either a Daily One-Month LIBOR Rate Loan or a LIBOR Rate Loan.

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

“ Unfunded Pension Liability ” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Sections 412 and 430 of the Code for the applicable plan year.

“ United States ” and “ U.S. ” each means the United States of America.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is entitled to vote in the election of the board of directors (or other governing body) of such Person.

“ Wells Fargo ” means Wells Fargo Bank, National Association.

Section 1.02   Other Interpretive Provisions .

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

(b)           The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and Subsection, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(c)            The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced.

(d)           The term “including” is not limiting and means “including”.

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

(f)            The term “property” includes any kind of property or asset, real, personal or mixed, tangible or intangible.

(g)           Unless the context otherwise requires, references herein to “the Borrowers” shall be construed to mean “the Borrowers, joint and severally, and each of them individually,” and references herein to “the Loan Parties” shall be construed to mean “the Loan Parties, joint and severally, and each of them individually.”

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

(i)            The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

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

(k)            Unless otherwise expressly provided, any reference to any action of the Agent or the Lenders by way of consent, approval or waiver shall be deemed modified by the phrase “in its/their sole discretion”.

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

Section 1.03   Accounting Principles .

(a)           Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made with respect to the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, consistently applied.

(b)           References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Parent.

(c)           In the event that any changes in GAAP occur after the date of this Agreement and such changes result in a material variation in the method of calculation of financial covenants or other terms of this Agreement, then the Borrowers, the Agent and the Lenders agree to amend such provisions of this Agreement so as to equitably reflect such changes so that the criteria for evaluating the Parent’s financial condition will be the same after such changes as if such changes had not occurred.

Section 2.01   Amounts and Terms of Commitments .  Each Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a “ Revolving Loan ”) from time to time on any Business Day during the period from the Closing Date to the Business Day preceding the Maturity Date, in an aggregate amount not to exceed at

any time outstanding its Commitment (such amount, as the same may be reduced under Section 2.06 or increased under Section 2.17 , or as a result of one or more assignments under Section 11.08 , shall be such Lender’s “ Revolving Loan Commitment ”); provided , however , that, after giving effect to any Borrowing of Revolving Loans and Swing Line Loans, the Effective Amount of all outstanding Loans, together with the Effective Amount of all L/C Obligations and Swing Line Loans, shall not at any time exceed the Aggregate Commitment; and provided further , that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all L/C Obligations shall not at any time exceed such Lender’s Commitment.  Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01 , prepay under Sections 2.07 and 2.08 and reborrow under this Section 2.01 .

Section 2.02   Loan Accounts .

(a)   The Loans made by each Lender and the Letters of Credit Issued by the L/C Issuer shall be evidenced by one or more accounts or records maintained by the Agent   or the L/C Issuer, as the case may be, in the ordinary course of business.  The accounts or records maintained by the Agent and the L/C Issuer shall be conclusive absent clear and obvious error of the amount of the Loans made by the Lenders to the Borrowers and the Letters of Credit Issued for the account of a Borrower, and the interest and payments thereon.  Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Loans or any Letter of Credit.

(b)   Any Lender may request that Loans made by it be evidenced by a promissory note.  In such event, the Borrowers shall execute and deliver to such Lender one or more promissory notes payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Agent (each, a “ Note ” and collectively, the “ Notes ”) to evidence such Lender’s Loans. Each Lender may, instead of or in addition to maintaining a loan account, endorse on the schedule annexed to its Note(s) the date, amount and maturity of each Loan made by it and the amount of each payment of principal made by the Borrowers with respect thereto.  Each Lender is irrevocably authorized by the Borrowers to endorse its Note(s) as applicable; provided , however , that the failure of a Lender to make, or an error in making, a notation thereon with respect to any Loan shall not limit or otherwise affect the obligations of the Borrowers hereunder or under any such Note to such Lender.

Section 2.03   Procedure for Borrowing .

(a)   Each Borrowing shall be made upon the Borrowers’ irrevocable notice delivered to the Agent in the form of a Notice of Borrowing (which notice must be received by the Agent prior to 11:00 a.m. (Central time) (i) three (3) Business Days prior to the requested Borrowing Date, in the case of LIBOR Rate Loans, and (ii) on the requested Borrowing Date, in the case of Daily One-Month LIBOR Rate Loans) specifying:

(A)           the amount of the Borrowing, which shall be in an aggregate minimum amount of $250,000 or any multiple of $50,000 in excess thereof;

(B)           the requested Borrowing Date, which shall be a Business Day; and

(C)           the Type of Loans comprising the Borrowing, however, that with respect to the Borrowing to be made on the Closing Date, such Borrowing will consist of Daily One-Month LIBOR Rate Loans only.

(b)   The Agent will promptly notify each applicable Lender of its receipt of any Notice of Borrowing and of the amount of such Lender’s Pro Rata Share of that Borrowing.

(c)   Each Lender will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrowers at the Agent’s Payment Office by 2:00 p.m. (Central time) on the Borrowing Date requested by the Borrowers in funds immediately available to the Agent.  The proceeds of all such Loans will then be made available to the Borrowers by the Agent at such office by crediting the account of the Borrowers on the books of Wells Fargo with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent.

(d)   After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than four (4) different Interest Periods in effect.

(e)   The Borrowers hereby authorize the Lenders and the Agent to accept Notices of Borrowing based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrowers.  The Borrowers agree to deliver promptly to the Agent a written confirmation of each telephonic notice, signed on behalf of the Borrowers by a Responsible Officer or an authorized designee.  If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, (i) the records of the Agent and the Lenders shall govern absent clear and obvious error and (ii) any prepayment by the Borrowers of any amount of any Borrowing which exceeds the written confirmation therefor, shall not be subject to the minimum repayment amounts set forth in Section 2.07 .

Section 2.04   Conversion and Continuation Elections .

(a)   Each Loan may be converted from one Type to the other or any expiring LIBOR Rate Loan may be continued upon the Borrowers’ delivery of a written Notice of Conversion/Continuation to the Agent.  Each such notice must be received by the Agent not later than 11:00 a.m. (Central time)   three Business Days prior to the requested date of any Conversion/Continuation Date.  Each conversion to or continuation of a LIBOR Rate Loan shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof.  Each conversion to a Daily One-Month LIBOR Rate Loan shall be in integral multiples of $50,000.  Each Notice of Continuation/Continuation shall specify (i) whether the Borrowers are requesting a conversion or a continuation of a LIBOR Rate Loan, (ii) the proposed Conversion/Continuation Date, which shall be a Business Day, (iii) the

principal amount of the Loans to be converted or continued, (iv) the Type of Loans to be converted and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrowers fail to specify a Type of Loan in a Notice of Conversion/Continuation or if the Borrowers fail to give timely notice requesting a conversion, then the applicable Loans shall be converted to Daily One-Month LIBOR Rate Loans.  Any such automatic conversion to Daily One-Month LIBOR Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loans.  If the Borrowers request a conversion or continuation of a LIBOR Rate Loan in any such Notice of Conversion/Continuation, but fail to specify an Interest Period, they will be deemed to have specified an Interest Period of one month.

(b)   Notwithstanding anything to the contrary herein, if at any time the aggregate amount of LIBOR Rate Loans in respect of any Borrowing is reduced, by payment, prepayment or conversion of a part thereof to be less than $250,000, such LIBOR Rate Loans shall automatically convert to Daily One-Month LIBOR Rate Loans, and on and after such date the right of the Borrowers to continue such Loans as, and convert such Loans into, LIBOR Rate Loans shall terminate ( provided that, assuming all applicable requirements and conditions thereto set forth in this Agreement are met, nothing in this Subsection 2.04(b) shall prevent the Borrowers from obtaining new LIBOR Rate Loans to pay off such Daily One-Month LIBOR Rate Loans which had been converted thereto from LIBOR Rate Loans); provided that nothing in this Subsection 2.04(b) shall be deemed to grant to the Borrowers the right to prepay any LIBOR Rate Loan except as set forth elsewhere in this Agreement.

(c)   If upon the expiration of any Interest Period applicable to LIBOR Rate Loans, the Borrowers have failed to advise the Agent of the continuation thereof as a LIBOR Rate Loan, or if any Default or Event of Default then exists, the Borrowers shall be deemed to have elected to convert such LIBOR Rate Loans into Daily One-Month LIBOR Rate Loans effective as of the expiration date of such Interest Period.

(d)   The Agent will promptly notify each applicable Lender of its receipt of a Notice of Conversion/Continuation, or, if no timely notice is provided by the Borrowers, the Agent will promptly notify each applicable Lender of the details of any automatic continuation.  All conversions and continuations shall be made ratably according to the respective outstanding principal amounts of the Loans with respect to which the notice was given held by each Lender.

(e)   Unless the Required Lenders otherwise consent, during the existence of a Default or Event of Default, the Borrowers may not elect to have a Loan converted into or continued as a LIBOR Rate Loan.

(f)   After giving effect to any conversion or continuation of Loans, unless the Agent shall otherwise consent, there may not be more than four (4) different Interest Periods in effect.

(g)   The Borrowers hereby authorize the Lenders and the Agent to accept Notices of Conversion/Continuation based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrowers.  The Borrowers agree to deliver promptly to the Agent a written confirmation of each telephonic notice, signed on behalf of the Borrowers by a Responsible Officer.  If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent clear and obvious error.

Section 2.05   Swing Line Loans .

(a)   The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a “ Swing Line Loan ”) to the Borrowers from time to time on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Effective Amount of the Loans of the Swing Line Lender in its capacity as a Lender, may exceed the amount of such Lender’s Commitment; provided , however , that after giving effect to any Swing Line Loan, the aggregate Effective Amount of all Loans and L/C Obligations shall not exceed the Aggregate Commitment, and provided , further , that the Swing Line Lender shall not make any Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.05 , prepay under Section 2.07 and reborrow under this Section 2.05 .  Each Swing Line Loan shall be a Daily One-Month LIBOR Rate Loan.

(b)   Borrowing Procedures . Each Swing Line Borrowing shall be made upon the Borrowers’ irrevocable notice to the Swing Line Lender, which may be given by telephone.  Swing Line Lender shall promptly notify the Agent of any such notice. Each such notice must be received by the Swing Line Lender not later than 1:00 p.m. Central time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $50,000 unless otherwise agreed by Swing Line Lender, and (ii) the requested date of such Swing Line Borrowing, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a written Swing Line Loan Notice, appropriately completed and signed on behalf of the Borrowers by a Responsible Officer.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will promptly advise the Agent thereof (by telephone or in writing) and, if such Swing Line Loan Notice was not previously provided to the Agent, the Swing Line Lender will notify the Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Agent (including at the request of any Lender) prior to 2:00 p.m., Central time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Subsection 2.05(a) , or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m., Central time, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account of the Borrowers on the books of the Swing Line Lender in immediately available funds.

(c)   Refinancing of Swing Line Loans .

(i)   The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably request the Swing Line Lender to act on their behalf), that each Lender make a Daily One-Month LIBOR Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in accordance with the requirements of Section 2.03 , without regard to the minimum and multiples specified therein for the principal amount of Daily One-Month LIBOR Rate Loans, but subject to the unutilized portion of the Aggregate Commitment and the conditions set forth in Section 5.02 .  The Swing Line Lender shall furnish the Borrowers with a copy of the applicable Notice of Borrowing promptly after delivering such notice to the Agent.  Each Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Borrowing available to the Agent in immediately available funds for the account of the Swing Line Lender at the Agent’s Office not later than 1:00 p.m., Central time, on the day specified in such Notice of Borrowing, whereupon, subject to Subsection 2.05(c)(ii) , each Lender that so makes funds available shall be deemed to have made a Loan to the Borrowers in such amount.  The Agent shall remit the funds so received to the Swing Line Lender.  Notwithstanding the foregoing, the Borrowers have directed and do hereby direct the Agent, without any further notice or instruction from the Borrowers, to refinance any balance of the Swing Line Loan in excess of $1,000,000 which is outstanding on the last Business Day of each week as set forth in this Subsection 2.05(c)(i) .

(ii)   If for any reason any Borrowing cannot be requested in accordance with Subsection 2.05(c)(i) or any Swing Line Loan cannot be refinanced by such a Borrowing, the Notice of Borrowing submitted by the Swing Line Lender shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its participation in the relevant Swing Line Loan and each Lender’s payment to the Agent for the account of the Swing Line Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation.

(iii)   If any Lender fails to make available to the Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Subsection 2.05(c) by the time specified in Subsection 2.05(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the LIBOR Rate plus the Applicable Margin from time to time in effect.  A certificate of the Swing Line Lender submitted to any Lender (through the Agent) with respect to any amounts owing under this Subsection 2.05(c)(iii) shall be conclusive absent clear and obvious error.

(iv)   Each Lender’s obligation to make Loans or to purchase and fund participations in Swing Line Loans pursuant to this Subsection 2.05(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing.  Any such purchase of participations shall not relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d)   Repayment of Participations .

(i)   At any time after any Lender has purchased and funded a participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation was outstanding and funded) in the same funds as those received by the Swing Line Lender.

(ii)   If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender, each Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Agent will make such demand upon the request of the Swing Line Lender.

(e)   Interest for Account of Swing Line Lender .  The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Lender funds its Daily One-Month LIBOR Rate Loan or participation pursuant to this Section 2.05 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f)   Payments Directly to Swing Line Lender .  The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g)   References to Swing Line .  The provisions of this Agreement relating to the Swing Line and the making of Swing Line Loans shall be operative only during such periods of time that there is more than one Lender party to this Agreement.

Section 2.06   Voluntary Termination or Reduction of Revolving Loan Commitments . The Borrowers may, upon not less than five (5) Business Days’ prior notice to the Agent, terminate the Revolving Loan Commitments, or permanently reduce the Revolving Loan

Commitments by an aggregate minimum amount of $250,000 or any multiple of $50,000 in excess thereof, provided that, after giving effect to any such reduction and to any prepayments of Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans and L/C Obligations together shall not exceed the amount of the Aggregate Commitment as so reduced, and (b) the Effective Amount of all L/C Obligations then outstanding shall not exceed the L/C Commitment. Once reduced in accordance with this Section, the Revolving Loan Commitments may not be increased. Any reduction of the Revolving Loan Commitments shall be applied to each Lender according to its Pro Rata Share.  If and to the extent specified by the Borrowers in the notice to the Agent, some or all of the reduction in the Revolving Loan Commitments shall be applied to reduce the L/C Commitment.  All accrued commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of Revolving Loan Commitments, shall be paid on the effective date of such reduction or termination.

Section 2.07   Optional Prepayments .  Subject to Section 4.02 , the Borrowers may, at any time or from time to time, upon not less than three (3) Business Days’ irrevocable notice to the Agent in respect of LIBOR Rate Loans and by not later than 10:00 a.m. (Central time) on the prepayment date in respect of Daily One-Month LIBOR Rate Loans, prepay Loans in whole or in part, provided that as to LIBOR Rate Loans, such prepayments shall be in minimum amounts of $250,000 or any multiple of $50,000 in excess thereof.  Such notice of prepayment shall specify the date and amount of such prepayment, which Loans are to be prepaid and the Type(s) of such Loans to be prepaid.  The Agent will promptly notify each Lender of its receipt of any such notice, and of such Lender’s Pro Rata Share of such prepayment.  If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together, in the case of LIBOR Rate Loans, with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 4.02 .

Section 2.08   Mandatory Prepayments of Loans .

(a)   If on any date the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrowers shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the maximum amount then available to be drawn under the Letters of Credit over the Aggregate L/C Commitment.  Subject to Section 4.02 , if on any date after giving effect to any Cash Collateralization made on such date pursuant to the preceding sentence, the Effective Amount of all Revolving Loans then outstanding plus the Effective Amount of all L/C Obligations exceeds the Aggregate Commitment, the Borrowers shall immediately, and without notice or demand, prepay the outstanding principal amount of the Revolving Loans and L/C Advances by an amount equal to the applicable excess.

(b)   The Net Proceeds of any disposition of any Loan Party’s property to be paid to the Agent pursuant to Subsection 8.02(c)(iii)(A) of this Agreement shall be paid to the Agent no later than three (3) days after receipt by the applicable Loan Party of such Net Proceeds.  Any prepayments pursuant to this Subsection 2.08(b) shall be applied to the outstanding principal balance of the Revolving Loans (without any reduction in the Revolving Loan Commitment of any Lender), first to all Daily One-Month LIBOR Rate Loans and then to LIBOR Rate Loans in direct order of maturity of the Interest Periods for such LIBOR Rate Loans.  The Borrowers shall pay, together with each prepayment under this Subsection 2.08(b) , accrued interest on the amount prepaid.

Section 2.09   Repayment of Loans .

(a)   The Borrowers shall pay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date.

(b)   The Borrowers shall repay each Swing Line Loan from the Borrowers’ funds or from proceeds of the other Loans or Borrowings which may be allowed under this Agreement, or otherwise, on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made and (ii) the Maturity Date.

Section 2.10   Interest .

(a)   Each Revolving Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to the LIBOR Rate or the Daily One-Month LIBOR Rate, as the case may be (and subject to the Borrowers’ right to convert to another Type of Loan under Section 2.04 ), plus the Applicable Margin.  Each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing Date at a rate per annum equal to the Daily One-Month LIBOR Rate plus the Applicable Margin.

(b)   Interest on each Revolving Loan shall be paid in arrears on each Interest Payment Date.  Interest on LIBOR Rate Loans shall be paid on the date of any prepayment of Loans under Section 2.07 or 2.08 for the portion of the Loans so prepaid and upon payment (including prepayment) in full thereof.  During the existence of any Event of Default, interest on all Loans shall be paid on demand of the Agent at the request or with the consent of the Required Lenders.

(c)   Notwithstanding Subsection (a) of this Section, if any amount of principal of or interest on any Loan, or any other amount payable hereunder or under any other Loan Document is not paid in full when due (whether at stated maturity, by acceleration, demand or otherwise), the Borrowers agree to pay interest on such unpaid principal or other amount, from the date such amount becomes due until the date such amount is paid in full, and after as well as before any entry of judgment thereon to the extent permitted by law, payable on demand, at a fluctuating rate per annum equal to the Default Rate.

(d)   Anything herein to the contrary notwithstanding, the obligations of the Borrowers to any Lender hereunder shall be subject to the limitation that payments of interest shall not be required for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by such Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest that may be lawfully contracted for, charged or received by such Lender, and in such event the Borrowers shall pay such Lender interest at the Highest Lawful Rate.

Section 2.11   Commitment Fees .  In addition to certain fees described in Section 3.08 , the Borrowers shall pay to the Agent, for the account of each Lender in accordance with its Pro Rata Share, a commitment fee on the average daily unused portion of the Aggregate Commitment during each fiscal quarter based upon the daily utilization for that quarter as calculated by the Agent, equal to the Commitment Fee Margin multiplied by the average of the daily unused portion.  For purposes of calculating utilization under this Subsection, all outstanding Revolving Loans and Swing Line Loans and the Effective Amount of all L/C Obligations will be considered utilization.  Such commitment fee shall accrue from the date hereof to the Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter commencing on September 30, 2009, through the Maturity Date, with the final payment to be made on the Maturity Date; provided that, in connection with any reduction or termination of Revolving Loan Commitments under Section 2.06 , the accrued commitment fee calculated for the period ending on such date shall also be paid on the date of such reduction or termination, with the following quarterly payment being calculated on the basis of the period from such reduction or termination date to such quarterly payment date.  The commitment fees provided in this Subsection shall accrue at all times after the above-mentioned commencement date, including at any time during which one or more conditions in Article V are not met.  Notwithstanding the foregoing, no such fee shall be due and payable for any periods after the Agent declares the unpaid principal amount of all outstanding Loans to be due and payable pursuant to Subsection 9.02(b) .

Section 2.12   Computation of Fees and Interest .

(a)   All computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year).  Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof.

(b)   Each determination of an interest rate by the Agent shall be conclusive and binding on the Borrowers and the Lenders in the absence of clear and obvious error.

Section 2.13   Payments by the Borrowers .

(a)   All payments to be made by the Borrowers shall be made without setoff, recoupment or counterclaim.  Except as otherwise expressly provided herein, all payments by the Borrowers shall be made to the Agent for the account of the Lenders at the Agent’s Payment Office, and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (Central time) on the date specified herein.  The Agent will promptly distribute to each Lender its applicable share of such payment in like funds as received which, except as otherwise expressly provided herein, shall be based upon such Lender’s Pro Rata Share of the Loans in respect of which such prepayment has been made. Any payment received by the Agent later than 1:00 p.m. (Central time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue.

(b)   Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

(c)   Unless the Agent receives notice from the Borrowers prior to the date on which any payment is due to the Lenders that the Borrowers will not make such payment in full as and when required, the Agent may assume that the Borrowers have made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender.  If and to the extent the Borrowers have not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the LIBOR Rate plus the Applicable Margin for each day from the date such amount is distributed to such Lender until the date repaid.

Section 2.14   Auto-Debit .  The Borrowers authorize and direct that the Agent shall deduct payments due pursuant to Section 2.13 , Section 4.02 or otherwise under this Agreement or any of the Loan Documents, including but not limited to payments of principal, interest and any commitment fee, arrangement fee, letter of credit fee or other fee, or any other cost or expense (including Attorney Costs) due and payable to the Agent, the L/C Issuer, or Wells Fargo under the Loan Documents, by automatic debit from an account of the Borrowers at the Agent, the identity of which account the Borrowers shall advise Agent on or before the Closing Date.  With respect to any such commitment fee, arrangement fee, letter of credit fee or other fee, or any other cost or expense (including Attorney Costs), (i) Wells Fargo shall give notice to the Borrowers thereof not later than 9:00 a.m. (Central time) on the date of such debit, (ii) if there are insufficient funds in such deposit accounts to cover the amount of the fee or other cost or expense then due, such debits will be reversed so as not to create an overdraft (in whole or in part, in Wells Fargo’s sole discretion) and such amount not debited shall be deemed to be unpaid. No such debit under this Section 2.14 shall be deemed a set-off.

Section 2.15   Payments by the Lenders to the Agent .

(a)   Unless the Agent receives notice from a Lender on or prior to the Closing Date or, with respect to any Borrowing after the Closing Date, at least one (1) Business Day prior to the date of such Borrowing, that such Lender will not make available as and when required hereunder to the Agent for the account of the Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, the Agent may assume that each Lender has made such amount available to the Agent in immediately available funds on the Borrowing Date and the Agent may (but shall not be so required), in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount.  If and to the extent any Lender shall not have made its full amount available to the Agent in immediately available funds and the Agent in such circumstances has made available to the Borrowers such amount, that Lender shall on the Business Day following such Borrowing Date make such amount available to the Agent, together with interest at the LIBOR Rate plus the Applicable Margin for each day during such period. A notice of the Agent submitted to any Lender with respect to amounts owing under this Subsection

2.15(a) shall be conclusive, absent clear and obvious error.  If such amount is so made available, such payment to the Agent shall constitute such Lender’s Loan on the date of Borrowing for all purposes of this Agreement.  If such amount is not made available to the Agent on the Business Day following the Borrowing Date, the Agent will notify the Borrowers of such failure to fund and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent for the Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Loans comprising such Borrowing.

(b)   The failure of any Lender to make any Loan on any Borrowing Date shall not relieve any other Lender of any obligation hereunder to make a Loan on such Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on any Borrowing Date.

Section 2.16   Sharing of Payments .  If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.  The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 12.10 ) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation.  The Agent will keep records (which shall be conclusive and binding in the absence of clear and obvious error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.

Section 2.17   Increase in Commitments .

(a)   At any time and from time to time after the Closing Date, the Borrowers may request an increase in the Aggregate Commitment, provided that (i) each increase in the Aggregate Commitment shall be in the minimum amount of $5,000,000 (or in multiples of $5,000,000 in excess thereof), and (ii) in no event may the Aggregate Commitment be increased to an amount greater than $40,000,000.  If the Borrowers desire an increase in the Aggregate Commitment, it shall first deliver a written request (“ Request for Aggregate Commitment Increase ”) to the Agent and each of the Lenders specifying the amount of the proposed increase in the Aggregate Commitment and the proposed effective date of such increase and requesting that the Lenders severally increase their respective Commitments.  Upon the Borrowers’ delivery of any Request for

Aggregate Commitment Increase, each of the Lenders will have the right, but not the obligation, to increase its Commitment in accordance with its Pro Rata Share of the requested increase in the Aggregate Commitment. Each of the Lenders shall notify the Borrowers and the Agent of its determination within ten (10) days after receipt of the Request for Aggregate Commitment Increase.  If one or more of the Lenders elects not to increase its Commitment (or to increase its Commitment by an amount less than its Pro Rata Share of the requested increase in the Aggregate Commitment), the Borrowers may request that the other Lenders increase their Commitments by the amount of the shortfall or seek to obtain Commitments from other financial institutions to become additional Lenders under this Agreement (subject to the consent of the Agent, but without the consent of any other Lenders).  The Borrowers shall notify the Agent of any financial institution that shall have agreed to become an additional Lender party to this Agreement (a “ New Lender ”) in connection with a Request for Aggregate Commitment Increase and the amount of its proposed Commitment, and the Agent shall then have a period of five Business Days in which to consent or withhold consent to the admission of the proposed New Lender.  If the Borrowers are unable within thirty (30) days after delivering any Request for Aggregate Commitment Increase to obtain approval from the Lenders to increase their Commitments and/or to secure Commitments from New Lenders for the full amount of the requested increase in the Aggregate Commitment, the Request for Aggregate Commitment Increase shall become effective to the extent of the increased or new Commitments actually obtained.  Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment at any time, and no Lender shall be obligated to agree to any increase in its Commitment.

(b)   If any Request for Aggregate Commitment Increase is approved by the requisite Lenders (including any New Lenders approved by the Agent), the Agent shall notify the Borrowers, the Lenders and any New Lenders of the effective date (“ Increase Effective Date ”) proposed by the Borrowers for the increase in the Aggregate Commitment and the Commitments which will be in effect for each of the applicable Lenders and any New Lenders as of the Increase Effective Date.

(c)   Any increase in the Aggregate Commitment shall be subject to the satisfaction of the following conditions precedent at or as of the Increase Effective Date: (i) no Default or Event of Default shall have occurred and then be continuing; (ii) all representations, warranties and covenants contained in this Agreement and the other Loan Documents shall be true and correct in all material respects as though made on such date; (iii) each Lender that shall have agreed to provide an increase in its Commitment shall have confirmed such increase to the Borrowers and the Agent in writing; (iv) each New Lender shall have executed and delivered such documents as the Agent shall have reasonably required in order for it to subscribe to the terms and conditions of this Agreement and the other Loan Documents and agree to be bound by the terms and provisions hereof and thereof or as the Agent shall have reasonably requested in connection with such increase; (v) a secretary or assistant secretary of each of the Borrowers shall have provided to the Agent a certified copy of directors’ resolutions authorizing such increase in the Commitments; (vi) the outstanding Loans shall have been reallocated ratably among the Lenders (including the New Lenders) after giving

effect to such increase; and (vii) all legal matters incident to such increase and the admission of any New Lenders under this Agreement shall be satisfactory to the Agent and its counsel. The Borrowers hereby agree to compensate each Lender, as and to the extent provided in Section 4.02 , for all losses, expenses and liabilities incurred by such Lender in connection with the reallocation of any outstanding Loans. Upon delivery of the documents contemplated by clause (iv) of the first sentence of this Subsection 2.17(c) , each New Lender shall become for all purposes a Lender party to this Agreement and all other Loan Documents and shall have all the rights and obligations of a Lender under this Agreement and all other Loan Documents, to the same extent as if it were an original party thereto. No increase in the Aggregate Commitments shall become effective unless and until each of the foregoing conditions precedent has been satisfied.

Section 3.01   The Letter of Credit Subfacility .

(a)           On the terms and conditions set forth herein (i) the L/C Issuer agrees, (A) from time to time on any Business Day, during the period from the Closing Date to the day which is five (5) days prior to the Maturity Date, to issue Letters of Credit for the account of a Borrower in an aggregate Stated Amount at any one time that, together with the aggregate Stated Amount of all other outstanding Letters of Credit issued pursuant hereto, does not exceed the L/C Commitment, and to amend or renew Letters of Credit previously issued by it, in accordance with Subsections 3.02(c) and 3.02(d) , and (B) to honor drafts under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit Issued for the account of the Borrower; provided, that the L/C Issuer shall not be obligated to Issue, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of Issuance of such Letter of Credit (the “ Issuance Date ”) (1) the Effective Amount of all L/C Obligations plus the Effective Amount of all Loans exceeds the Aggregate Commitment, (2) the participation of any Lender in the Effective Amount of all L/C Obligations plus the Effective Amount of the Loans of such Lender exceeds such Lender’s Commitment, or (3) the Effective Amount of L/C Obligations exceeds the L/C Commitment.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn upon and reimbursed.

(b)            The L/C Issuer is under no obligation to, and shall not, Issue any Letter of Credit if:

(i)   any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from Issuing such Letter of Credit, or any Requirement of Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the Issuance of letters of credit

generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(ii)   the L/C Issuer has received written notice from any Lender, the Agent or the Borrowers, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article V is not then satisfied;

(iii)   the expiry date of any requested Letter of Credit is (A) more than 365 days after the date of Issuance, unless the Required Lenders have approved such expiry date in writing, or (B) after the date which is five (5) days prior to the Maturity Date, unless all of the Lenders have approved such expiry date in writing;

(iv)   the expiry date of any requested Letter of Credit is prior to the maturity date of any financial obligation to be supported by the requested Letter of Credit;

(v)   any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to the L/C Issuer, or the Issuance of a Letter of Credit would violate any applicable policies of the L/C Issuer; or

(vi)   such Letter of Credit is to be denominated in a currency other than Dollars.

Section 3.02   Issuance, Amendment and Renewal of Letters of Credit .

(a)           Each Letter of Credit shall be issued upon the irrevocable written request of any Borrower received by the L/C Issuer (with a copy sent by such Borrower to the Agent) at least four (4) days (or such shorter time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of issuance.  Each such request for issuance of a Letter of Credit shall be by facsimile or e-mail, confirmed immediately in an original writing, in the form of an L/C Application (or such other form as shall be acceptable to the L/C Issuer), and shall specify in form and detail reasonably satisfactory to the L/C Issuer: (i) the proposed date of issuance of the Letter of Credit (which shall be a Business Day); (ii) the face amount of the Letter of Credit; (iii) the expiry date of the Letter of Credit; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vi) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; and (vii) such other matters as the L/C Issuer may reasonably require.

(b)           At least two (2) Business Days prior to the Issuance of any Letter of Credit (or such shorter time as the Agent may agree in a particular instance in its sole discretion), the L/C Issuer will confirm with the Agent (by telephone or in writing) that the Agent has received a copy of the L/C Application or L/C Amendment Application from the Borrowers and, if not, the L/C Issuer will provide the Agent with a copy thereof.  Unless the L/C Issuer has received notice on or before the Business Day immediately preceding the date the L/C Issuer is to issue a requested Letter of Credit from the Agent (A) directing the L/C Issuer not to issue such Letter of Credit because such issuance is not then permitted under Subsection 3.01(a) as a result of the limitations set forth in clauses (1) through (3) thereof; or (B) that one or more conditions specified in Article V are not then satisfied; then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrowers in accordance with the L/C Issuer’s usual and customary business practices.

(c)    From time to time while a Letter of Credit is outstanding and prior to the Maturity Date, the L/C Issuer will, upon the written request of the Borrowers received by the L/C Issuer (with a copy sent by the Borrowers to the Agent) at least three (3) days (or such shorter time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of amendment, amend any Letter of Credit issued by it. Each such request for amendment of a Letter of Credit shall be made by facsimile or e-mail, confirmed immediately in an original writing, made in the form of an L/C Amendment Application and shall specify in form and detail satisfactory to the L/C Issuer: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; and (iv) such other matters as the L/C Issuer may reasonably require. The L/C Issuer shall be under no obligation to amend any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms of this Agreement; or (B) the beneficiary of any such letter of Credit does not accept the proposed amendment to the Letter of Credit. The Agent will promptly notify the Lenders of the receipt by it of any L/C Application or L/C Amendment Application.

(d)    The L/C Issuer and the Lenders agree that, while a Letter of Credit is outstanding and prior to the Maturity Date, at the option of the Borrowers and upon the written request of the Borrowers received by the L/C Issuer (with a copy sent by the Borrowers to the Agent) at least five (5) days (or such shorter time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed date of notification of renewal, the L/C Issuer shall be entitled to authorize the automatic renewal of any Letter of Credit issued by it.  Each such request for renewal of a Letter of Credit shall be made by facsimile or e-mail, confirmed immediately in an original writing, in the form of an L/C Amendment Application, and shall specify in form and detail satisfactory to the L/C Issuer: (i) the Letter of Credit to be renewed; (ii) the proposed date of notification of renewal of the Letter of Credit (which shall be a Business Day); (iii) the revised expiry date of the Letter of Credit; and (iv) such other matters as the L/C Issuer may reasonably require.  The L/C Issuer shall be under no obligation so to renew any Letter of Credit if: (A) the L/C Issuer would have no obligation at such time to issue or amend such Letter of Credit in its renewed form under the terms of this Agreement; or

(B) the beneficiary of any such Letter of Credit does not accept the proposed renewal of the Letter of Credit. If any outstanding Letter of Credit shall provide that it shall be automatically renewed unless the beneficiary thereof receives notice from the L/C Issuer that such Letter of Credit shall not be renewed, and if at the time of renewal the L/C Issuer would be entitled to authorize the automatic renewal of such Letter of Credit in accordance with this Subsection 3.02(d) upon the request of the Borrowers but the L/C Issuer shall not have received any L/C Amendment Application from the Borrowers with respect to such renewal or other written direction by the Borrowers with respect thereto, the L/C Issuer shall nonetheless be permitted to allow such Letter of Credit to renew, and the Borrowers and the Lenders hereby authorize such renewal, and, accordingly, the L/C Issuer shall be deemed to have received an L/C Amendment Application from the Borrowers requesting such renewal.

(e)   The L/C Issuer may, at its election (or as required by the Agent at the direction of the Required Lenders) and upon reasonable prior written notice to the Borrowers and subject to the terms of the applicable Letter of Credit, deliver any notices of termination or other communications to any Letter of Credit beneficiary or transferee, and take any other action as necessary or appropriate, at any time and from time to time, in order to cause the expiry date of such Letter of Credit to be a date not later than the date which is five (5) days prior to the Maturity Date.

(f)   This Agreement shall control in the event of any conflict with any L/C-Related Document (other than any Letter of Credit).

(g)   The L/C Issuer will also deliver to the Agent, concurrently or promptly following its delivery of a Letter of Credit, or amendment to or renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and complete copy of each such Letter of Credit or amendment to or renewal of a Letter of Credit.

Section 3.03   Risk Participations, Drawings and Reimbursements .

(a) Immediately upon the Issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to the product of (i) the Pro Rata Share of such Lender, times (ii) the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. For purposes of Section 2.01 , each Issuance of a Letter of Credit shall be deemed to utilize the Revolving Loan Commitment of each Lender by an amount equal to the amount of such participation.

(b)   In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the L/C Issuer will promptly notify the Borrowers.  The Borrowers shall reimburse the L/C Issuer prior to 11:00 a.m. (Central time), on each date that any amount is paid by the L/C Issuer under any Letter of Credit (each such date, an “ Honor Date ”), in an amount in Dollars equal to the amount so paid by the L/C Issuer.  In the event the Borrowers fail to reimburse the L/C Issuer the full amount of any drawing under any Letter of Credit by 11:00 a.m. (Central time) on the Honor Date, the L/C Issuer

will promptly notify the Agent and the Agent will promptly notify each Lender thereof, and the Borrowers shall be deemed to have requested that a Daily One-Month LIBOR Rate Loan in an amount equal to such unreimbursed amount be made by the Lenders to be disbursed on the Honor Date under such Letter of Credit, subject to the amount of the unutilized portion of the Aggregate Commitment and subject to the conditions set forth in Section 5.02 .  Any notice given by the L/C Issuer or the Agent pursuant to this Subsection 3.03(b) may be oral if immediately confirmed in writing (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(c)   Each Lender shall upon any notice pursuant to Subsection 3.03(b) make available to the Agent for the account of the L/C Issuer an amount in Dollars and in immediately available funds equal to its Pro Rata Share of the Dollar Equivalent of the amount of the drawing, whereupon the participating Lenders shall (subject to Subsection 3.03(d) ) each be deemed to have made a Revolving Loan consisting of a Daily One-Month LIBOR Rate Loan to the Borrowers in that amount.  If any Lender so noti