RESTATED AGENTED REVOLVING CREDIT AGREEMENT

Exhibit 10.1

RESTATED AGENTED REVOLVING CREDIT AGREEMENT

THIS RESTATED AGENTED REVOLVING CREDIT AGREEMENT dated as of the 31 ^st day of January, 2005, among SCS TRANSPORTATION, INC. , a Delaware corporation (the “Borrower”), and BANK OF OKLAHOMA, N.A. , U.S. BANK NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, NA), HARRIS TRUST AND SAVINGS BANK and LASALLE BANK NATIONAL ASSOCIATION (individually a “Bank” and collectively the “Banks”), and BANK OF OKLAHOMA, N.A. , as agent for the Banks hereunder (in such capacity the “Agent”).

RECITALS

A. Reference is made to the Agented Revolving Credit Agreement dated as of the 20 ^th day of September, 2002 and the Amendment One to Agented Revolving Credit Agreement dated as of the 14 ^th day of November, 2003, among Borrower, Banks (other than LaSalle Bank National Association) and Agent (as amended, the “Existing Credit Agreement”) pursuant to which a $75,000,000 Revolving Credit Loan (defined therein) was established.

B. Borrower, Banks and Agent hereby intend to amend and restate the Existing Credit Agreement in its entirety, and this Agreement shall supercede the Existing Credit Agreement.

Article 1.

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms . As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

(1) “Additional Covenant” shall mean any affirmative or negative covenant or similar restriction applicable to the Borrower or any Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant) the subject matter of which either (i) is similar to that of any covenant in Article 5 or 6 of this Agreement, or related definitions in Article 1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the lenders under the Prudential Agreement (and such covenant or similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any covenants in Article 5 or 6 of this Agreement, or related definitions in Article 1 of this Agreement.

(2) “Additional Default” shall mean any provision contained in the Prudential Agreement to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires Borrower or any Subsidiary to purchase the Indebtedness under the Prudential Agreement prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Article 7 of this Agreement, or related definitions in Article 1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a shorter grace period than those set forth herein or is more beneficial to the lender under the Prudential Agreement (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive, has a shorter grace period or is more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in Article 7 of this Agreement, or related definitions in Article 1 of this Agreement.

(3) “Adjusted LIBOR Rate” shall have the meaning given in Section 2.08.

(4) “Adjusted Prime Rate” shall have the meaning given in Section 2.08.

(5) “Affiliate” means any Person directly or indirectly controlling, controlled by, or under the direct or indirect common control with, the Borrower, except a Subsidiary. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

(6) “Agreement” means this Restated Agented Revolving Credit Agreement, as amended, supplemented, or modified from time to time.

(7) “Authorized Officer” shall mean, in the case of the Borrower, its chief executive officer, its chief financial officer or any vice president of the Borrower designated as an “Authorized Officer” of the Borrower for the purpose of this Agreement in an Officer’s Certificate executed by the Borrower’s chief executive officer or chief financial officer and delivered to Agent. Any action taken under this Agreement on behalf of the Borrower by any individual who on or after the date of this Agreement shall have been an Authorized Officer of the Borrower and whom Agent in good faith believes to be an Authorized Officer of the Borrower at the time of such action shall be binding on the Borrower even though such individual shall have ceased to be an Authorized Officer of the Borrower.

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

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

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

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

(12) “Commitment” means each Bank’s obligation to make Loans to the Borrower pursuant to Section 2.01 in the amount referred to therein.

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

(14) “Consolidated” and “consolidated” mean the consolidation of the accounts of the Borrower and its Subsidiaries in accordance with GAAP, including principles of consolidation, consistent with those applied in the preparation of the consolidated financial statements referred to in Section 4.02.

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

(16) “Default” means any of the events specified in Article 7, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition, has been satisfied.

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

(18) “EBIT” means, for any period, EBITDAR excluding (i) provisions for depreciation and amortization and (ii) Rental Expense.

(19) “EBITDA” means, for any period, EBITDAR less Rental Expense.

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

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

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

(23) “ERISA Affiliate” means any corporation which is a member of the same controlled group of corporations as the Borrower within the meaning of Section 414(b) of the Code, or any trade or business which is under common control with the Borrower within the meaning of Section 414(c) of the Code.

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

(25) “Event of Default” means any of the events specified in Article 7, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act.

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

(27) “Funded Debt” means the Revolving Credit Loans and any other obligations of the Borrower and its Subsidiaries which are considered to constitute debt in accordance with GAAP, including indebtedness for borrowed money, interest bearing liabilities, subordinated debt, indebtedness secured by purchase-money security interests and the redemption price of any securities issued by the Borrower or any Subsidiary having attributes substantially similar to debt (such as securities which are redeemable at the option of the holder); but excluding accounts payable and other short term non-interest bearing liabilities, future income taxes (both current and long-term), obligations under covenants not to compete and accrued liabilities.

(28) “Funded Debt to EBITDA Ratio” means, on any date of determination, the ratio of (i) Funded Debt on the last day of the most recently completed fiscal quarter of the Borrower to (ii) EBITDA for the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date.

(29) “GAAP” shall have the meaning assigned in Section 1.02.

(30) “Guarantor” means, separately and collectively, Saia Motor Freight Line, Inc. (“Saia”), a Louisiana corporation and Jevic Transportation, Inc. (“Jevic”), a New Jersey corporation.

(31) “Guaranty” means, separately and collectively, the Restated Guaranty Agreements in substantially the form of Schedule “1.01(29)(a)” and Schedule “1.01(29)(b)” to be delivered by the Guarantor under the terms of this Agreement.

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

(33) “Hostile Tender Offer” means, with respect to the use of proceeds of any Loan, any offer to purchase, or any purchase of, shares of capital stock of any corporation or equity interests in any other entity, or securities convertible into or representing the beneficial ownership of, or rights to acquire, any such shares or equity interests, if such shares, equity interests, securities or rights are of a class which is publicly traded on any securities exchange or in any over-the-counter market, other than purchases of such shares, equity interests, securities or rights representing less than 5% of the equity interests or beneficial ownership of such corporation or other entity for portfolio investment purposes, and such offer or purchase has not been duly approved by the board of directors of such corporation or the equivalent governing body of such other entity prior to the date on which the Borrower requests that Agent advance funds under such Loan.

(34) “including” means, unless the context clearly requires otherwise, “including without limitation”.

(35) “Indebtedness” means with respect to any Person without duplication, (1) indebtedness or liability for borrowed money; (2) obligations evidenced by bonds, debentures, notes, or other similar instruments; (3) obligations for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property); (4) redemption obligations in respect of mandatorily redeemable Preferred Stock; (5) obligations as lessee under Capital Leases; (6) current liabilities in respect of unfunded vested benefits under Plans covered by ERISA; (7) Swaps of such Person; (8) obligations under letters of credit; (9) obligations under acceptance facilities; (10) the outstanding balance of the purchase price of uncollected accounts receivable of such Person subject at such time to a sale of receivables or other similar transaction, regardless of whether such transaction is effected without recourse to such Person or in a manner which would not be reflected on the balance sheet of such Person in accordance with GAAP; (11) the present value of Rental Obligations discounted at an annual rate of 10% per annum; (12) obligations secured by any Liens, whether or not the obligations have been assumed; and (13) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or entity, or otherwise to assure a creditor against loss with respect to liabilities of a type described in any of clauses (1) through (7) and (9) through (12) above.

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

(37) “Interest Period” means, with respect to any LIBOR Loan, the period commencing on the date such Loan is made and ending, as the Borrower may select pursuant to Sections 2.04 and 2.06, on the numerically corresponding day in the first, second, or third calendar month thereafter, except that each such Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month; provided that the foregoing provisions relating to Interest Periods are subject to the following:

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

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

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

(39) “Letter of Credit” means any letter of credit issued pursuant to Section 2.02, for which, when issued, a Letter of Credit Fee should be paid.

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

(41) “LIBOR Rate” means, for each LIBOR Loan, the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) determined by the Agent to be equal to the quotient of (1) the London Interbank Offered Rate for such LIBOR Loan for such Interest Period divided by (2) one minus the Eurocurrency Reserve Requirement for such Interest Period.

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

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

(44) “Loan(s)” means the Revolving Credit Loans and any Letters of Credit or any or all of them as the context may require.

(45) “Loan Document(s)” means this Agreement, the Notes, any Letters of Credit (and the application and/or reimbursement agreement executed by Borrower and required by the Agent in connection with the issuance of same), the Guaranty and any and all other instruments executed or delivered by the Borrower and the Guarantor in connection with the foregoing, together with all amendments, substitutions, renewals and extensions thereof.

(46) “London Interbank Offered Rate” applicable to any Interest Period for a LIBOR Loan means the rate per annum (rounded upward, if necessary, to the nearest 1/100 of 1%) quoted at approximately 11:00 a.m. London time, by the principal Loan branch of the Agent two Business Days prior to the first day of such Interest Period for the offering to leading banks in the London interbank market of Dollar deposits for a period, and in an amount, comparable to the Interest Period and principal amount of the LIBOR Loan which shall be made by Banks and outstanding during such Interest Period.

(47) “Majority Banks” means at any time the Banks holding at least sixty-six and two-thirds percent (66 2/3%) of the then aggregate unpaid principal amount of the Notes held by the Banks, or, if no such principal amount is then outstanding, Banks having at least sixty-six and two-thirds percent (66 2/3%) of the aggregate Commitments.

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

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

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

(51) “Net Proceeds” means the net cash proceeds from the sale or issuance of any equity securities, net of all underwriters’ discounts and commissions, other marketing and selling expenses.

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

(53) “Note(s)” means the promissory notes described in Section 2.11 hereof.

(54) “Officer’s Certificate” means a certificate signed in the name of the Borrower by an Authorized Officer of the Borrower, substantially in the form attached hereto as Schedule “1.01(52)” .

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

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

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

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

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

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

(61) “Prime Rate” means the rate of interest announced by the Agent from time to time at its Principal Office as its prime commercial lending rate, which rate is not intended to be the lowest rate of interest charged by the Agent to its borrowers.

(62) “Principal Office” means the principal office of each Bank, as listed on the signature page hereof.

(63) “Prohibited Transaction” means any transaction set forth in Section 406 of ERISA or Section 4975 of the Code.

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

(65) “Prudential Agreement” means the Master Shelf Agreement between Borrower and Prudential Investment Management, Inc., dated September 20, 2002, as amended from time to time.

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

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

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

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

(70) “Rental Obligations” means with reference to any period, the aggregate amount of all future payments for rent or additional rent (including all payments for taxes and insurance made directly to the lessor, but excluding payments for maintenance, repairs, alterations, construction, demolition and the like) for which the Borrower or Subsidiaries are directly or indirectly liable (as lessee or as guarantor or other surety) under all Operating Leases in effect at such period end that are not cancelable.

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

(72) “Responsible Officer” means the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of the Borrower or any other officer of the Borrower involved principally in its financial administration or its controllership function.

(73) “Revolving Credit Commitment” means the obligation of the Banks to (i) make Revolving Credit Loans and (ii) issue Letters of Credit upon the application of Borrower, all in an aggregate amount not exceeding $110,000,000, as such amount may be modified from time to time pursuant to the terms hereof.

(74) “Revolving Credit Loans” shall have the meaning assigned to such term in Section 2.01.

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

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

(77) “Shareholder” means and includes any Person who owns, beneficially or of record, directly or indirectly, at any time during any year with respect to which a computation is being made, either individually or together with all persons to whom such Person is related by blood, adoption or marriage, 5% or more of the outstanding Voting Stock of the Borrower.

(78) “Subordinated Debt” means the 7% Convertible Subordinated Debentures Due 2011 evidenced by the Indenture between Borrower (formerly Preston Corporation) and Manufacturers Hanover Trust Company, as Trustee, dated as of May 1, 1986.

(79) “Subsidiary” means any corporation organized under the laws of any state of the United States of America, Canada or any province of Canada, which conducts the major portion of its business in and makes the major portion of its sales to Persons located in the United States of America or Canada, and at least 51% of the total combined voting power of all classes of Voting Stock of which shall, at the time as of which any determination is being made, be owned by the Borrower either directly or through Subsidiaries.

(80) “Swaps” means, with respect to any Person, payment obligations with respect to interest rate swaps, currency swaps and similar obligations obligating such Person to make payments, whether periodically or upon the happening of a contingency. For the purposes of this Agreement, the amount of the obligation under any Swap shall be the amount determined in respect thereof as of the end of the then most recently ended fiscal quarter of such Person, based on the assumption that such Swap had terminated at the end of such fiscal quarter, and in making such determination, if any agreement relating to such Swap provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then in each such case, the amount of such obligation shall be the net amount so determined.

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

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

(83) “Termination Date” means January 31, 2008.

(84) “Total Indebtedness” means the Consolidated Indebtedness of the Borrower and its Subsidiaries.

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

(86) “Unused Portion Fee” shall have the meaning given in Section 2.10.

(87) “Voting Stock” means, with respect to any corporation, any shares of stock of such corporation whose holders are entitled under ordinary circumstances to vote for the election of directors of such corporation (irrespective of whether at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

(88) “Wholly Owned Subsidiary” means, with respect to any corporation organized under the laws of any state of the United States, Canada or any province of Canada, which conducts the major portion of its business in and makes the major portion of its sales to Persons located in the United States or Canada, all of the stock of every class of which is, at the time as of which any determination is being made, owned by the Borrower either directly or through Wholly Owned Subsidiaries, and which has outstanding no options, warrants, rights or other securities entitling the holder thereof (other than the Borrower or a Wholly Owned Subsidiary) to acquire shares of capital stock of such corporation.

Section 1.02 Accounting Principles, Terms and Determinations. All references in this Agreement to " GAAP ” shall be deemed to refer to generally accepted accounting principles in effect in the United States on January 1, 2005. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all unaudited financial statements and certificates and reports as to financial matters required to be furnished hereunder shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements delivered pursuant to clause (2) of Section 5.01 or, if no such statements have been so delivered, the most recent audited financial statements referred to in clause (i) of Section 4.02.

Article 2.

AMOUNT AND TERMS OF THE LOANS

Section 2.01 Revolving Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make loans (each a “Revolving Credit Loan” and collectively, the “Revolving Credit Loans”) to the Borrower from time to time during the period from the date of this Agreement up to but not including the Termination Date, in an aggregate principal amount not to exceed at any time outstanding the amount set opposite such Bank’s name below, as such amount may be reduced pursuant to Section 2.03 (such Bank’s “Commitment”), provided that the aggregate outstanding principal amount of Revolving Credit Loans and Letter of Credit Obligations at anytime outstanding shall not exceed the Revolving Credit Commitment.

Each Revolving Credit Loan which shall not utilize the Revolving Credit Commitment in full shall be in an amount not less than Two Hundred Thousand and No/100 Dollars ($200,000.00) in the case of Prime Loans, and Four Million and No/100 Dollars ($4,000,000.00) in the case of LIBOR Loans. Each advance made in respect of the Revolving Credit Loans shall be made by each Bank in the proportion which that Bank’s Commitment bears to the Revolving Credit Commitment. Pursuant to the terms and conditions set forth herein, the Revolving Credit Loans may be outstanding as Prime Loans or LIBOR Loans. Each type of Revolving Credit Loan shall be made and maintained at such Bank’s Lending Office for such type of Loan. The failure of any Bank to make any requested Loan to be made by it on the date specified for such Loan shall not relieve any other Bank of its obligation (if any) to make such Loan on such date, but no Bank shall be responsible for the failure of any other Bank to make such Loans to be made by such other Bank.

Section 2.02 Letters of Credit.

(1)  Issuance . The Agent hereby agrees for its behalf and for the other Banks, on the terms and conditions set forth in this Agreement, to issue stand-by and commercial letters of credit (each, a “Letter of Credit”) and to renew, extend, increase, decrease or otherwise modify each Letter of Credit from time to time from and including the date of this Agreement and prior to the Termination Date upon the request of Borrower; provided that immediately after each such Letter of Credit is issued or modified, the aggregate outstanding principal amount of all Revolving Credit Loans and all outstanding Letter of Credit Obligations shall not exceed the Revolving Credit Commitment. Each Letter of Credit shall have an expiry date not later than one year from the date of issuance, subject to renewal terms allowing for annual extensions, provided that in no event shall any Letter of Credit have a final expiry which is later than the thirtieth Business Day prior to the Termination Date.

(2)  Notice . Subject to Section 2.02(1), Borrower shall give the Agent notice at least one (1) Business Days prior to the proposed date of issuance or modification of each Letter of Credit, specifying the account party (which must be Borrower or a Subsidiary), the beneficiary, the proposed date of issuance (or modification) and the expiry date of such Letter of Credit, and describing the proposed terms of such Letter of Credit and the nature of the transactions proposed to be supported thereby. The issuance or modification by the Agent of any Letter of Credit shall, in addition to the conditions precedent set forth in Article 3 (the satisfaction of which the Agent shall have no duty to ascertain), be subject to the conditions precedent that such Letter of Credit shall be satisfactory to the Agent and that Borrower and the account party (if other than Borrower) shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Letter of Credit as the Agent shall have reasonably requested (each, a “Letter of Credit Application Agreement”). In the event of any conflict between the terms of this Agreement and the terms of any Letter of Credit Application Agreement, the terms of this Agreement shall control.

(3)  Letter of Credit Fees . Borrower shall pay a fee, for the pro-rata benefit of all Banks, equal to, as of any date of determination thereof, the following:

on the average daily undrawn stated amount under all such Letters of Credit, such fee to be calculated on the basis of a year consisting of 360 days, and to be payable quarterly in arrears, on the 1 ^st day of each quarterly period based starting from the issuance date of the applicable Letter of Credit, commencing with the first full quarterly period, and on the expiration date. Borrower shall also pay to the Agent for its own account documentary and processing charges in connection with the issuance or modification of and draws under Letters of Credit in accordance with the Agent’s standard schedule for such charges as in effect from time to time.

(4)  Administration . Upon receipt from the beneficiary of any demand for payment under any Letter of Credit, the Agent shall promptly notify Borrower as to the amount to be paid by the Banks as a result of such demand and the proposed payment date (each a “Letter of Credit Payment Date”). Each Bank shall make a Revolving Credit Loan based on its Pro Rata Share, the proceeds of which shall be used to pay the applicable Letter of Credit. The responsibility of the Agent to Borrower shall be only to determine that the documents (including each demand for payment) delivered under each Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Letter of Credit.

(5)  Reimbursement . Borrower and any other applicable account party shall be irrevocably and unconditionally obligated to reimburse the Agent on or by the applicable Letter of Credit Payment Date for any amounts to be paid by the Agent upon any drawing under any Letter of Credit, without presentment, demand, protest or other formalities of any kind. All such amounts paid by the Agent and remaining unpaid by Borrower and any other applicable account party shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (i) the applicable Adjusted Prime Rate for such day if such day falls on or before the applicable Letter of Credit Payment Date and (ii) the sum of 2% plus the Adjusted Prime Rate (defined in Section 2.08) applicable for such day if such day falls after such Letter of Credit Payment Date.

(6)  Increased Costs . If after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Agent with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder, and the result shall be to increase the cost to the Agent of issuing or maintaining any Letter of Credit, or reduce any amount receivable hereunder by the Agent in respect of any Letter of Credit (which increase in cost, or reduction in amount receivable, shall be the result of the Agent’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by the Agent, Borrower agrees to pay to the Agent, from time to time as specified by the Agent, such additional amounts as shall be sufficient to compensate the Agent for such increased costs or reductions in amounts received by the Agent. A certificate of the Agent submitted by the Agent to Borrower shall be conclusive as to the amount thereof in the absence of manifest error.

(7)  Obligations Absolute . The obligations of Borrower and any other applicable account parties under this Section 2.02 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which Borrower or any of the foregoing account parties may have or have had against the Agent or any beneficiary of a Letter of Credit. Borrower and the applicable account parties further agree with the Agent that the obligation for reimbursement in respect of any Letter of Credit shall not be affected by the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among Borrower and any other applicable account parties, or any of their Affiliates, the beneficiary of any Letter of Credit or any financing institution or other party to whom any Letter of Credit may be transferred or any claims or defenses whatsoever of Borrower or any other applicable account parties, or any of their Affiliates, against the beneficiary of any Letter of Credit or any such transferee. The Agent shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit. Borrower and any other applicable account parties agree that any action taken or omitted by the Agent under or in connection with each Letter of Credit and the related drafts and documents, if done in good faith and without gross negligence or willful misconduct, shall be binding upon them and shall not put the Agent under any liability to any of them.

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

(9)  Indemnification . Borrower hereby agrees to indemnify and hold harmless the Agent, and its respective directors, officers and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which the Agent may incur (or which may be claimed against the Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or failure to pay under any Letter of Credit or any actual or proposed use of any Letter of Credit, including, without limitation, any claims, damages, losses, liabilities, costs or expenses which the Agent may incur by reason of or on account of the Agent issuing any Letter of Credit which specifies that the term “beneficiary” included therein includes any successor by operation of law of the named beneficiary, but which Letter of Credit does not require that any drawing by any such successor beneficiary be accompanied by a copy of a legal document, satisfactory to the Agent, evidencing the appointment of such successor beneficiary; provided that Borrower shall not be required to indemnify the Agent for any claims, damages, losses, liabilities, costs or expenses (x) to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the Agent in determining whether a request presented under any Letter of Credit complied with the terms of such Letter of Credit or (ii) the Agent’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit or (y) which are the subject of or are incurred in connection with any litigation or proceeding with respect to which (i) Borrower or any other applicable account parties, or their Affiliates, on the one hand, and (ii) the Agent, on the other hand, are directly opposing parties and with respect to which a final, non-appealable judgment has been rendered in favor of Borrower or such other applicable account party or their Affiliates by a court of competent jurisdiction. Nothing in this Section 2.02(9) is intended to limit the obligations of Borrower under any other provision of this Agreement.

Section 2.03 Reduction of Commitment. The Borrower shall have the right, upon at least three (3) Business Days’ notice to the Agent, to terminate in whole or reduce in part the unused portion of the Revolving Credit Commitment, provided that each partial reduction shall be in the amount of at least One Million and No/100 Dollars ($1,000,000.00), and provided further that no reduction shall be permitted if, after giving effect thereto, and to any prepayment made therewith, the outstanding and unpaid principal amount of the Revolving Credit Loans and Letters of Credit shall exceed the Revolving Credit Commitment. Any reduction in part of the unused portion of the Banks’ Commitments shall be made in the proportion that each Bank’s Commitment bears to the Revolving Credit Commitment. The Revolving Credit Commitment, once reduced or terminated, may not be reinstated.

Section 2.04 Notice and Manner of Borrowing. The Borrower shall give the Agent notice of any Revolving Credit Loans under this Agreement prior to 10:00 a.m. on the day of each Prime Loan, and at least three (3) Business Days before each LIBOR Loan, specifying: (1) the date of such Loan; (2) the amount of such Loan; (3) the type of Loan; and (4) in the case of a LIBOR Loan, the duration of the Interest Period applicable thereto. The Agent shall promptly notify each Bank of each such notice. Not later than 11:00 a.m. (Central time) on the date of such Revolving Credit Loans, each Bank will make available to the Agent at the Agent’s Principal Office in immediately available funds, such Bank’s Pro Rata Share of such Revolving Credit Loans. After the Agent’s receipt of such funds, not later than 11:00 a.m. (Central time) on the date of such Revolving Credit Loans and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such Revolving Credit Loans available to the Borrower in immediately available funds by crediting the amount thereof to the following account with the Agent: Account styled SCS Transportation, Inc. Operating Account, No. 209908769.

All notices given under this Section 2.04 shall be irrevocable and shall be given not later than 10:00 a.m. (Central time) on the day which is not less than the number of Business Days specified above for such notice.

Section 2.05 Non-Receipt of Funds by Agent. Unless the Agent shall have received notice from a Bank prior to the date on which such Bank is to provide funds to the Agent for a Loan to be made by such Bank that such Bank will not make available to the Agent such funds, the Agent may assume that such Bank has made such funds available to the Agent on the date of such Loan in accordance with Section 2.04 and the Agent in its sole discretion may, but shall not be obligated to, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent such Bank shall not have so made such funds available to the Agent, such Bank agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower by Agent until the date such amount is repaid to the Agent, at the Federal Funds Rate set by the Agent for the correction of errors among banks for three Business Days and thereafter at the interest rate then applicable to the Revolving Credit Loans. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Loan for purposes of this Agreement. If such Bank does not pay such corresponding amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Agent with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at the rate of interest applicable at the time to such proposed Loan.

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

Section 2.06 Conversions and Renewals. The Borrower may elect from time to time to convert all or a part of one type of Loan into another type of Loan or to renew all or part of a Loan by giving the Agent written notice by submitting to Agent an Interest Rate Election Notice, in form and content as set forth on Schedule “2.06" hereto, at least one (1) Business Day before conversion into a Prime Loan, at least three (3) Business Days before conversion into or renewal of a LIBOR Loan, specifying: (1) the renewal or conversion date; (2) the amount of the Loan to be converted or renewed; (3) in the case of conversions, the type of Loan to be converted into; and (4) in the case of renewals of or a conversion into LIBOR Loans, the duration of the Interest Period applicable thereto; provided that (a) the minimum principal amount of each Loan outstanding after a renewal or conversion shall be Two Hundred Thousand and No/100 Dollars ($200,000.00) in the case of Prime Loans, and Four Million and No/100 Dollars ($4,000,000.00) in the case of LIBOR Loans; and (b) LIBOR Loans may be converted only on the last day of the Interest Period for such Loan. The Agent shall promptly notify each Bank of each such notice. All conversions and renewals shall be made in the proportion that each Bank’s Loan bears to the total amount of all the Banks’ Loans. All notices given under this Section 2.06 shall be irrevocable and shall be given not later than 10:00 a.m. (Central time) on the day which is not less than the number of Business Days specified above for such notice. If the Borrower shall fail to give the Agent the notice as specified above for the renewal or conversion of a LIBOR Loan prior to the end of the Interest Period with respect thereto, such LIBOR Loan shall automatically be converted into a Prime Loan on the last day of the Interest Period for such Loan. Notwithstanding anything provided in this Section 2.06 or in Section 2.04, Borrower shall have no more than four (4) LIBOR Loans outstanding at any one time.

Section 2.07 Settlement . It is agreed that each Bank’s funded portion of the Revolving Credit Loan is intended by the Banks to be equal at all times to such Bank’s Pro Rata Share of the outstanding Revolving Credit Loans. Notwithstanding such agreement, the Agent, and the other Banks agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Credit Loans shall take place on a periodic basis in accordance with the following provisions:

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

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

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

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

(5) All Revolving Credit Loans shall be made by the Banks simultaneously and in accordance with their Pro Rata Shares. It is understood that (a) no Bank shall be responsible beyond such Bank’s Commitment set forth in Section 2.01 hereof for any failure by any other Bank to perform its obligation to make any Revolving Credit Loans hereunder, (b) no failure by any Banks to perform its obligation to make any Revolving Credit Loan hereunder shall excuse any other Bank from its obligation to make any Revolving Credit Loans hereunder, and (c) the obligations of each Bank hereunder shall be several, not joint and several.

Section 2.08 Interest. The Borrower shall pay interest to the Agent for the account of each Bank on the outstanding and unpaid principal amount of that Bank’s Revolving Credit Loans made under this Agreement at a rate (“Note Rate”) at all times equal to the Adjusted Prime Rate for each Prime Loan and the Adjusted LIBOR Rate for each LIBOR Loan. The Adjusted Prime Rate and the Adjusted LIBOR Rate shall be defined as and calculated, on any date of determination thereof, as follows:

1

The Adjusted LIBOR Rate and Adjusted Prime Rate shall be recalculated on not less than a quarterly basis, on the date on which the Agent is in receipt of Borrower’s most recent financial statements (and, in the case of the year-end financial statements, audit report) for the fiscal quarter then ended, pursuant to Section 5.01 hereof (“Pricing Date”). From the date of this Agreement to the first recalculation, the Adjusted LIBOR Rate shall be set at the LIBOR Rate plus one and one-quarter percent (1.25%), and the Adjusted Prime Rate shall be set at the Prime Rate. The Note Rate shall be established based on the Funded Debt to EBITDA Ratio for the most recently completed fiscal quarter and the Note Rate established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered its financial statements by the date such financial statements (and, in the case of the year-end financial statements, audit report) are required to be delivered under Section 5.01 hereof, until such financial statements and audit report are delivered, the Note Rate shall be the Prime Rate plus one quarter of one percent (.25%). If the Borrower subsequently delivers such financial statements before the next Pricing Date, the Note Rate established by such late delivered financial statements shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Note Rate established by such financial statements shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such financial statements until the next Pricing Date. Each determination of the Note Rate made by the Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Banks if reasonably determined.

Any change in the Note Rate resulting from a change in the Prime Rate shall be effective as of the opening of business on the day on which such change in the Prime Rate becomes effective.

Interest on each Loan shall be calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed.

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

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

(2) For each LIBOR Loan, on the earlier of (i) the last day of the Interest Period with respect to such LIBOR Loan or (ii) the Termination Date.

Section 2.09 Default rate; late payment fee. If any Event of Default occurs hereunder, interest from the date of such default shall accrue on the principal balance of all Revolving Credit Loans and on any past due interest thereon at the rate of two percent (2%) per annum above the nondefault interest rate accruing hereunder. The Agent may collect, for the benefit of each Bank based upon its Pro Rata Share, a late charge not to exceed an amount equal to five percent (5%) of the amount of any payment due hereunder which is not paid within ten (10) days from the due date thereof, for the purpose of covering extra expenses involved in handling delinquent payments.

Section 2.10 Unused Portion Fee. The Borrower agrees to pay to the Agent for the account of each Bank an Unused Portion Fee on the average daily unused portion of such Bank’s Commitment from the date of this Agreement until the Termination Date at a rate to be calculated, on any date of determination thereof, as follows:

Such Unused Portion Fee shall be payable on the first (1 ^st ) day of each quarter during the term of such Bank’s Commitment, ending on the Termination Date. Upon receipt of any Unused Portion Fees, the Agent will promptly thereafter cause to be distributed such payments to the Banks in accordance with each Bank’s Pro Rata Share of such payments.

Section 2.11 Notes. All Revolving Credit Loans made by each Bank under this Agreement shall be evidenced by, and repaid with interest in accordance with, a single promissory note of the Borrower in substantially the form of Schedule “2.11" , duly completed, dated the date of this Agreement, and payable to such Bank for the account of its applicable Lending Office, such Note to represent the obligation of the Borrower to repay the Revolving Credit Loans. Each Bank is hereby authorized by the Borrower to endorse on the schedule attached to the Note held by it the amount and type of each Revolving Credit Loan and each renewal, conversion, and payment of principal amount received by such Bank for the account of its applicable Lending Office on account of its Revolving Credit Loans, which endorsement shall, in the absence of manifest error, be conclusive as to the outstanding balance of the Revolving Credit Loans made by such Bank; provided, however, that the failure to make such notation with respect to any Revolving Credit Loan or renewal, conversion, or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Note held by such Bank. All Revolving Credit Loans shall be repaid on the Termination Date.

Section 2.12 Payments. The Borrower may, upon at least One (1) Business Day’s notice to the Agent in the case of Prime Loans and at least Three (3) Business Days’ notice to the agent in the case of LIBOR Loans, pay the Notes, without premium or penalty, in whole or in part with accrued interest to the date of such payment on the amount paid, provided that LIBOR Loans may be paid, without premium or penalty, only on the last day of the Interest Period for such Loans. Upon receipt of any such payments, the Agent will promptly thereafter cause to be distributed such payment to each Bank for the account of its applicable Lending Office in the proportion that each such Bank’s Loan to which the payment applies bears to the total amount of all the Banks’ Loans to which the payment applies.

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

Section 2.14 Use of Proceeds. The proceeds of the Loan hereunder shall be used by the Borrower for general corporate purposes including, without limitation, working capital, letters of credit and capital expenditures. The Borrower will not, directly or indirectly, use any part of such proceeds for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or to extend credit to any Persons for the purpose of purchasing or carrying any such margin stock, or for any purpose which violates, or is inconsistent with, Regulation X of such Board of Governors.

Section 2.15 Illegality. Notwithstanding any other provision in this Agreement, if any Bank determines that any applicable law, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall make it unlawful or impossible for such Bank (or its Lending Office) to maintain or fund its LIBOR Loans, then upon thirty (30) days notice to the Borrower (with a copy to the Agent) by such Bank the outstanding principal amount of all LIBOR Loans, together with interest accrued thereon, and any other amounts payable to each Bank under this Agreement shall be repaid (a) immediately upon demand of such Bank if such change or compliance with such request, in the judgment of such Bank, requires immediate repayment, or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request.

Section 2.16 Disaster. Notwithstanding anything to the contrary herein, if the Agent determines (which determination shall be conclusive) that:

(1) Quotations of interest rates for the relevant deposits referred to in the definition of LIBOR Rate, are not being provided in the relevant amounts or for the relative maturities for purposes of determining the rate of interest on a LIBOR Loan as provided in this Agreement; or

(2) If the Majority Banks determine (which determination shall be conclusive) that the relevant rates of interest referred to in the definition of LIBOR Rate, upon the basis of which the rate of interest for any such type of Loan is to be determined do not accurately cover the cost to the Banks of making or maintaining such type of Loans;

then the Agent shall forthwith give notice thereof to the Borrower, whereupon (a) the obligation of the Banks to make LIBOR Loans, shall be suspended until the Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, and (b) the Borrower shall repay in full the then outstanding principal amount of each LIBOR Loan, together with accrued interest thereon, on the last day of the then current Interest Period applicable to such Loan.

Section 2.17 Increased Cost. From time to time upon a thirty (30) day notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

Determinations by any Bank for purposes of this Section 2.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis.

Section 2.18 Risk-Based Capital. In the event that any Bank determines that (1) compliance with any judicial, administrative, or other governmental interpretation of any law or regulation or (2) compliance by such Bank or any corporation controlling such Bank with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) has the effect of requiring an increase in the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank, and such Bank determines that such increase is based upon its obligations hereunder, and other similar obligations, the Borrower shall pay to the Agent, for the account of the applicable Bank, such additional amount as shall be certified by the Bank to be the amount allocable to such Bank’s obligations to the Borrower hereunder. Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement that will entitle such Bank to compensation pursuant to this Section 2.18 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation.

Determinations by any Bank for purposes of this Section 2.18 of the effect of any increase in the amount of capital required to be maintained by such Bank and of the amount allocable to such Bank’s obligations to the Borrower hereunder shall be conclusive, provided that such determinations are made on a reasonable basis.

Section 2.19 Funding Loss Indemnification. Upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank, such amount or amounts as shall be sufficient (in the reasonable opinion of such Bank) to compensate it for any loss, cost, or expense incurred as a result of:

(1) Any payment of a LIBOR Loan on a date other than the last day of the Interest Period for such Loan including, but not limited to acceleration of the Loans by the Agent pursuant to Section 7.01 or any prepayment of a LIBOR Loan under Sections 2.15 or 2.16; or

(2) Any failure by the Borrower to borrow or convert, as the case may be, a LIBOR Loan on the date for borrowing or conversion, as the case may be, specified in the relevant notice under Section 2.06.

Article 3.

CONDITIONS PRECEDENT

Section 3.01 Conditions Precedent to Initial Loan. The obligation of each Bank to advance funds under the initial Revolving Credit Loan to the Borrower and of the Agent to issue a Letter of Credit is subject to the conditions precedent that the Agent shall have received on or before the day of such Revolving Credit Loan or date of issuance of such Letter of Credit each of the following, in form and substance satisfactory to the Agent and its counsel and (except for the Notes) in sufficient copies for each Bank:

(1) Notes. The Note of each Bank duly executed by the Borrower;

(2)  Evidence of all corporate action by the Borrower. Certified (as of the date of this Agreement) copies of all corporate action taken by the Borrower, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents to which it is a party and each other document to be delivered pursuant to this Agreement;

(3)  Borrower organizational documents. A certified copy of Borrower’s Articles of Organization, and a copy of Borrower’s Bylaws, with any amendments or modifications thereto.

(4)  Incumbency and signature certificate of Borrower. A certificate (dated as of the date of this Agreement) of the Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and the other documents to be delivered by the Borrower under this Agreement;

(5)  Opinion of counsel for Borrower. A favorable opinion of counsel for the Borrower, in substantially the form of Schedule “3.01(5)” , and as to such other matters as the Bank may reasonably request;

(6) Guaranty. A Guaranty duly executed by each Guarantor;

(7)  Evidence of all corporate action by Guarantor. Certified (as of the date of this Agreement) copies of all corporate action taken by each Guarantor, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Guaranty;

(8)  Guarantor organizational documents. A certified copy of each Guarantor’s Articles of Organization, and a copy of each Guarantor’s Bylaws, with any amendments or modifications thereto.

(9)  Incumbency and signature certificate of Guarantor. A certificate (dated as of the date of this Agreement) of the Secretary of each Guarantor certifying the names and true signatures of the officers of the Guarantor authorized to sign the Guaranty;

(10)  Opinion of counsel for Guarantor. A favorable opinion of counsel for the Guarantor, in substantially the form of Schedule “3.01(10)” , and as to such other matters as any Bank may reasonably request; and

(11)  Related proceedings. The Prudential Agreement, as amended, shall be in full force and effect.

(12)  Additional items . Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by the Agent or the Banks.

(13)  Fee. Borrower shall pay Agent at closing a fee as set forth in the letter agreement of even date between Borrower and Agent, to be distributed to the Banks based upon their Pro Rata Share.

Section 3.02 Conditions Precedent to All Loans. The obligation of each Bank to make each Revolving Credit Loan (including the initial Revolving Credit Loan) and of the Agent to issue any Letter of Credit shall be subject to the further conditions precedent that on the date of such Loan or issuance of such Letter of Credit:

(1) The following statements shall be true and the Agent shall have received a certificate signed by a duly Authorized Officer of Borrower dated the date of such Revolving Credit Loan, stating that:

(a) The representations and warranties contained in Article 4 of this Agreement, and in the Guaranty are correct on and as of the date of such Loans as though made on and as of such date; and

(b) No Default or Event of Default has occurred and is continuing, or would result from such Loans; and

(2) The Agent shall have received such other approvals, opinions, or documents as any Bank through the Agent may reasonably request.

Article 4.

REPRESENTATIONS AND WARRANTIES

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

Section 4.01 Organization The Borrower is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, each Subsidiary is duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and the Borrower has and each Subsidiary has the power to own its respective property and to carry on its respective business as now being conducted. The execution, delivery and performance by the Borrower of this Agreement and the Notes are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate action.

Section 4.02 Financial Statements. The Borrower has furnished to Agent the following financial statements, certified by a principal financial officer of the Borrower: (i) a consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, in each of the two fiscal years of the Borrower most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of income, cash flows and a consolidated statement of shareholders’ equity of the Borrower and its Subsidiaries for each such year, all reported on by KPMG LLP or another nationally recognized public accounting firm (for periods on and after January 1, 2002); and (ii) a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and a consolidated statement of shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Borrower. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Borrower and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Borrower and its Subsidiaries as at the dates thereof, and the statements of income, cash flows and stockholders’ equity fairly present the results of the operations of the Borrower and its Subsidiaries and their cash flows for the periods indicated. There has been no material adverse change in the business, property or assets, condition (financial or otherwise) operations or prospects of the Borrower and its Subsidiaries taken as a whole since the end of the most recent fiscal year for which such audited financial statements have been furnished.

Section 4.03 Actions Pending. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, or any properties or rights of the Borrower or any of its Subsidiaries, by or before any court, arbitrator or administrative or governmental body which might result in any material adverse change in the business, property or assets, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries taken as a whole. There is no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries which purports to affect the validity or enforceability of this Agreement or any Note.

Section 4.04 Outstanding Indebtedness. Neither the Borrower nor any of its Subsidiaries has outstanding any Indebtedness except as permitted by Section 6.03. There exists no default under the provisions of any instrument evidencing such Indebtedness or of any agreement relating thereto.

Section 4.05 Title to Properties. The Borrower has and each of its Subsidiaries has good and indefeasible title to its respective real properties (other than properties which it leases) and good title to all of its other respective properties and assets, including the properties and assets reflected in the most recent audited balance sheet referred to in Section 4.02 (other than properties and assets disposed of in the ordinary course of business), subject to no Lien of any kind except Liens permitted by Section 6.02. All leases necessary in any material respect for the conduct of the respective businesses of the Borrower and its Subsidiaries are valid and subsisting and are in full force and effect.

Section 4.06 Taxes. The Borrower has and each of its Subsidiaries has filed all federal, state and other income tax returns which, to the best knowledge of the officers of the Borrower and its Subsidiaries, are required to be filed, and each has paid all taxes as shown on such returns and on all assessments received by it to the extent that such taxes have become due, except such taxes as are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP.

Section 4.07 Conflicting Agreements and Other Matters. Neither the Borrower nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement or the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Borrower or any of its Subsidiaries pursuant to, the charter or by-laws of the Borrower or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Borrower or any of its Subsidiaries is subject. Neither the Borrower nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Borrower or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Borrower of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule “4.07" attached hereto.

Section 4.08 Offering of Notes. Neither the Borrower nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Borrower for sale to, or solicited any offers to buy the Notes or any similar security of the Borrower from, or otherwise approached or negotiated with respect thereto with, any Person other than institutional investors, and neither the Borrower nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of Section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.

Section 4.09 Use of Proceeds. The proceeds of the Notes will be used for general corporate purposes including working capital, letter of credit and capital expenditures. None of the proceeds of the Notes will be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any “margin stock” as defined in Regulation U (12 CFR Part 221) of the Board of Governors of the Federal Reserve System (“ margin stock ”) or for the purpose of maintaining, reducing or retiring any Indebtedness which was originally incurred to purchase or carry any stock that is then currently a margin stock. Neither the Borrower nor any agent acting on its behalf has taken or will take any action which might cause this Agreement or the Notes to violate Regulation T, Regulation U or any other regulation of the Board of Governors of the Federal Reserve System or to violate the Exchange Act, in each case as in effect now or as the same may hereafter be in effect.

Section 4.10 ERISA. No accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been or is expected by the Borrower or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Borrower, any Subsidiary or any ERISA Affiliate which is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries taken as a whole. Neither the Borrower, any Subsidiary nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, property or assets, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries taken as a whole. The execution and delivery of this Agreement and the issuance of the Notes will be exempt from or will not involve any transaction which is subject to the prohibitions of section 406 of ERISA and will not involve any transaction in connection with which a penalty could be imposed under section 502(i) of ERISA or a tax could be imposed pursuant to section 4975 of the Code.

Section 4.11 Governmental Consent. Neither the nature of the Borrower or of any Subsidiary, nor any of their respective businesses or properties, nor any relationship between the Borrower or any Subsidiary and any other Person, nor any circumstance in connection with the delivery of the Notes is such as to require any authorization, consent, approval, exemption or any action by or notice to or filing with any court or administrative or governmental or regulatory body in connection with the execution and delivery of this Agreement, the delivery of the Notes or fulfillment of or compliance with the terms and provisions hereof or of the Notes.

Section 4.12 Environmental Compliance. The Borrower and its Subsidiaries and all of their respective properties and facilities have complied at all times and in all respects with all federal, state, local and regional statutes, laws, ordinances and judicial or administrative orders, judgments, rulings and regulations relating to protection of the environment except, in any such case, where failure to comply could not result in a material adverse effect on the business, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries taken as a whole.

Section 4.13 Utility Borrower Status. Neither the Borrower nor any Subsidiary is a (i) “holding company,” a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended or (ii) public utility within the meaning of the Federal Power Act, as amended.

Section 4.14 Investment Company Status. Neither the Borrower nor any Subsidiary is an “investment