Form 10-Q CELADON GROUP INC For: Dec 31

Results of Operations

The following table sets forth the percentage relationship of expense items to operating and freight revenue for the periods indicated:

�

Three months ended

�

Six months ended

�

December 31,

�

December 31,

�

2014

�

2013

�

2014

�

2013

�

Operating revenue

�

100.0

�

100.0

�

100.0

�

100.0

�

Operating expenses:

�

Salaries, wages, and employee benefits

�

28.6

�

27.8

�

29.1

�

27.3

Fuel

�

17.6

�

22.6

�

19.0

�

21.8

Purchased transportation

�

26.0

�

23.6

�

24.4

�

23.7

Revenue equipment rentals

�

1.2

�

0.8

�

1.3

�

0.9

Operations and maintenance

�

5.8

�

6.0

�

5.8

�

6.2

Insurance and claims

�

3.3

�

2.4

�

3.1

�

2.4

Depreciation and amortization

�

8.0

�

8.6

�

8.0

�

8.8

Communications and utilities

�

0.9

�

0.8

�

0.9

�

0.8

Operating taxes and licenses

�

1.7

�

1.7

�

1.7

�

1.6

General and other operating

�

1.7

�

1.5

�

1.8

�

1.4

Gain on disposition of equipment

�

(1.8

�

(0.4

�

(2.1

�

(0.5

Total operating expenses

�

93.0

�

95.4

�

93.0

�

94.4

�

Operating income

�

7.0

�

4.6

�

7.0

�

5.6

�

Other expense (incomes)

�

0.9

�

0.6

�

0.7

�

0.6

�

Income before income taxes

�

6.1

�

4.0

�

6.3

�

5.0

Provision for income taxes

�

2.3

�

1.4

�

2.3

�

1.8

�

Net income

�

3.8

�

2.6

�

4.0

�

3.2

�

Three months ended

�

Six months ended

�

December 31,

�

December 31,

�

2014

�

2013

�

2014

�

2013

�

Freight revenue(1)

�

100.0

�

100.0

�

100.0

�

100.0

�

Operating expenses:

�

Salaries, wages, and employee benefits

�

34.0

�

34.3

�

35.0

�

33.6

Fuel(1)

�

2.1

�

4.7

�

2.4

�

3.7

Purchased transportation

�

30.9

�

29.0

�

29.4

�

29.2

Revenue equipment rentals

�

1.4

�

1.0

�

1.5

�

1.1

Operations and maintenance

�

6.9

�

7.4

�

7.0

�

7.7

Insurance and claims

�

3.9

�

2.9

�

3.8

�

2.9

Depreciation and amortization

�

9.5

�

10.6

�

9.7

�

11.0

Communications and utilities

�

1.1

�

0.9

�

1.1

�

0.9

Operating taxes and licenses

�

2.0

�

2.1

�

2.0

�

2.1

General and other operating

�

2.0

�

1.9

�

2.1

�

1.7

Gain on disposition of equipment

�

(2.1

�

(0.5

�

(2.5

�

(0.7

Total operating expenses

�

91.7

�

94.3

�

91.6

�

93.2

�

Operating income

�

8.3

�

5.7

�

8.4

�

6.8

�

Other expense (income)

�

1.0

�

0.7

�

0.9

�

0.7

�

Income before income taxes

�

7.3

�

5.0

�

7.5

�

6.1

Provision for income taxes

�

2.7

�

1.7

�

2.7

�

2.2

�

Net income

�

4.6

�

3.3

�

4.8

�

3.9

(1)

Freight revenue is total revenue less fuel surcharges. In the bottom half of this table, fuel surcharges are eliminated from revenue and subtracted from fuel expense. Fuel surcharges were $35.2 million and $36.4 million for the second quarter of fiscal 2015 and 2014, respectively, and $70.9 million and $69.5 million for the six months ended December 31, 2014 and 2013, respectively. Freight revenue is not a recognized measure under GAAP and should not be considered an alternative to or superior to other measures derived in accordance with GAAP. We believe our presentation of freight revenue and our discussion of various expenses as a percentage of freight revenue is a useful way to evaluate our core operating performance.

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Comparison of Three Months Ended December 31, 2014 to Three Months Ended December 31,�2013

Total revenue increased by $28.8 million, or 14.9%, to $222.4�million for the second quarter of fiscal 2015, from $193.6 million for the second quarter of fiscal 2014.��Freight revenue increased by $30.0 million, or 19.1%, to $187.2 million for the second quarter of fiscal 2015, from $157.2 million for the second quarter of fiscal 2014. This increase was attributable to an increase in loaded miles to 82.5 million for the second quarter of fiscal 2015 from 78.4 million in the second quarter of fiscal 2014, and an increase in revenue per loaded mile to $1.798 for the second quarter of fiscal 2015 from $1.632 for the second quarter of fiscal 2014.��The increase in revenue per loaded mile is attributable to constrained industry capacity and elevated demand for freight services. The increase in loaded miles was also the result of an increase in average seated line-haul tractors to 3,621 in the second quarter of fiscal 2015, from 3,418 in the second quarter of fiscal 2014. This increase was attributable to improved driver recruiting efforts, including the addition of new drivers from our driving school and as a result of the integration of fleets we have acquired. Miles per seated truck have decreased by 43 miles over the fiscal 2014 period, from 2,014 to 1,971, partially as a result of the inclusion of acquired fleets with shorter average lengths of haul. This combination of factors resulted in a net increase in average revenue per seated tractor per week, which is our primary measure of asset productivity, of $3,621 in the second quarter of fiscal 2015, from $3,418 for the second quarter of fiscal 2014.� Our acquisition of A&S�provided $19.9 million in freight revenue, $2.2 million in fuel surcharge revenue, and $5.0 million in asset-light revenue during the second quarter of fiscal 2015.

Revenue for our asset-light-based segment increased to $21.8�million in the second quarter of fiscal 2015 from $12.6 million in the second quarter of fiscal 2014, primarily based on increases in our warehousing and LTL revenues and the integration of acquired companies with considerable asset-light operations. We expect our asset-light business to sustain moderate revenue growth going forward as we continue to take advantage of synergies created through our acquisitions and leverage specialized service capabilities of acquired businesses.

Fuel surcharge revenue decreased to $35.2 million in the second quarter of fiscal 2015 from $36.4 million for the second quarter of fiscal 2014 due to reduced fuel costs.

Salaries, wages, and employee benefits were $63.6�million, or 28.6% of total revenue and 34.0% of freight revenue, for the second quarter of fiscal 2015, compared to $53.9�million, or 27.8% of total revenue and 34.3% of freight revenue, for the second quarter of fiscal 2014. The increase in absolute dollars was the result of an increase in driver wages attributable to increased average seated tractor count and increased company miles. Recruiting expenses and expenses associated with medical insurance benefits also contributed to the overall increase. The increase in recruiting is attributable to the expansion of our driving schools, including the development of additional locations. We expect expenses associated with medical benefits to stabilize, and we have continued developing driver wellness programs to help mitigate these expenses. Our salaries, wages, and employee benefits were impacted by the increase in independent contractors as a percentage of our total fleet, which shifted expenses to the purchased transportation line item with offsetting reductions in employee driver wages and related expenses. Given the competitive market for drivers and expected driver pay increases in the industry, our salary, wages, and employee benefit expense may increase going forward.

Fuel expenses, without reduction for fuel surcharge revenue, decreased to $39.2 million, or 17.6% of total revenue, for the second quarter of fiscal 2015, compared to $43.7 million, or 22.6% of total revenue, for the second quarter of fiscal 2014.�Fuel expenses, net of fuel surcharge revenue, decreased to $4.0�million, or 2.2% of freight revenue, for the second quarter of fiscal 2015, compared to $7.3�million, or 4.7% of freight revenue, for the second quarter of fiscal 2014. These decreases were attributable to a decrease in the weekly on-highway diesel prices of $0.31 per gallon, from $3.87 in the second quarter of fiscal 2014 to $3.56 in the second quarter of fiscal 2015, offset by an increase in total miles in the second quarter of fiscal 2015 period compared to the second quarter of fiscal 2014. Integration of new equipment, coupled with the replacement of older equipment we obtained through recent acquisitions, contributed to the increase in average miles per gallon to 7.04 for the second quarter of fiscal 2015�from 6.62 for the second quarter of fiscal 2014.��We expect higher fuel expenses associated with older units will be reduced as we continue to replace older equipment we acquired with newer, more fuel-efficient equipment. We also expect that our continued efforts to reduce idling, operate more fuel-efficient tractors, and use of aerodynamic trailer skirts will continue to have a positive impact on our miles per gallon. However, we expect this positive impact to be partially offset by the use of more costly ultra low sulfur diesel fuel.

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Purchased transportation increased to $58.2�million, or 26.0% of total revenues and 30.9% of freight revenue, for the second quarter of fiscal 2015, from $45.6�million, or 23.6% of total revenues and 29.0% of freight revenue, for the second quarter of fiscal 2014. The increase is primarily related to acquisitions during the second quarter of fiscal 2015 and growth of our independent contractor fleet. Newly acquired companies with significant asset-light businesses have added expenses relating to brokerage, warehousing, and independent contractors. Independent contractors, as a percentage of our seated tractor count, are up from 21.1% in the second quarter of fiscal 2014 to 22.9% in the second quarter of fiscal 2015. Independent contractors are drivers who cover all their operating expenses (fuel, driver salaries, maintenance, and equipment costs) for a fixed payment per mile. We expect purchased transportation to remain consistent with the second quarter of fiscal 2015. However, purchased transportation may increase due to expansion of our asset-light service offerings, primarily through acquired businesses, and an expected increase in the number of independent contractors as a percentage of our total fleet if we continue to be successful in growing our independent contractor fleet.

Operations and maintenance increased to $13.0�million, or 5.8% of total revenue and 6.9% of freight revenue, for the second quarter of fiscal 2015, from $11.7�million, or 6.0% of total revenue and 7.4% of freight revenue, for the second quarter of fiscal 2014. Operations and maintenance consist of direct operating expense, maintenance expense, and tire expense. The increase in absolute dollars in the second quarter of fiscal 2015 was primarily related to increased total miles, the maintenance requirements of equipment added due to acquisitions, and increased maintenance costs for the emission reduction systems on our newer tractors. We believe the maintenance costs associated with equipment acquired through our acquisitions will continue to diminish as we complete the replacement of this older equipment with new equipment or underutilized equipment from our existing fleet. However, we expect operations and maintenance expense to increase as the average age of our fleet increases due to the current stage of our tractor refresh cycle.

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Insurance and claims expense increased to $7.2 million, or 3.2% of total revenue and 3.9% of freight revenue, for the second quarter of fiscal 2015, from $4.6 million, or 2.4% of total revenue and 2.9% of freight revenue, for the second quarter of fiscal 2014.��The increase in insurance and claims expense relates to an increased number of claims and severity of claims. Insurance consists of premiums for liability, physical damage, cargo damage, and workers' compensation insurance, in addition to claims expense. The increase in the second quarter of fiscal 2015 was driven in part by unusually high workers compensation claims during this period, which we expect to return to historical levels. Our insurance program involves self-insurance at various risk retention levels. Claims in excess of these risk levels are covered by insurance in amounts we consider to be adequate. We accrue for the uninsured portion of claims based on known claims and historical experience. We continually revise and change our insurance program to maintain a balance between premium expense and the risk retention we are willing to assume.��We anticipate insurance and claims expense will vary based primarily on the frequency and severity of claims, the level of self-retention, and the premium expense.

Depreciation and amortization, consisting primarily of depreciation of revenue equipment, increased to $17.7 million, or 8.0% of total revenue and 9.5% of freight revenue, for the second quarter of fiscal 2015, $16.7 million, or 8.6% of total revenue and 10.6% of freight revenue, for the second quarter of fiscal 2014. The increase in absolute dollars was primarily attributable to an increase in owned tractors and trailers as a result of acquisitions subsequent to the fiscal 2014 period. Offsetting this was a decrease in owned tractors associated with the sale of our lease purchase portfolio to Element in the third quarter of fiscal 2014. Revenue equipment held under operating leases is not reflected on our balance sheet and the expenses related to such equipment are reflected on our consolidated condensed statements of income in revenue equipment rentals, rather than in depreciation and amortization and interest expense, as is the case for revenue equipment that is financed with borrowings or capital leases. As we replace older units during the remainder of fiscal 2015, we expect depreciation to increase in connection with the increased equipment costs.

Gain on sale of revenue equipment increased from $0.8 million in the second quarter of fiscal 2014�to $4.0 million in the second quarter of fiscal 2015.��This increase is due partially to the equipment that we sell to Element, but primarily relates to the sale and replacement of equipment we have acquired through our acquisitions. The increase was slightly lower than expected due to constrained delivery of new replacement equipment. We expect gain on sale to increase slightly over the next six months, although gain on sale can vary significantly due to a variety of factors, including availability of replacement equipment.

All of our other operating expenses are relatively minor in amount, and there were no significant changes in such expenses. Accordingly, we have not provided a detailed discussion of such expenses.

Income taxes increased to $5.1 million, with an effective tax rate of 37.2%, for the second quarter of fiscal 2015, from $2.7 million, with an effective tax rate of 34.6%, for the second quarter of fiscal 2014. The increase is related primarily to the increase in income before tax expense.��The effective tax rate applicable to our foreign operations is lower than that of the United States. As our percentage of income attributable to foreign income changes, our total income tax effective rate will also change.�Appreciation of the U.S. dollar relative to foreign currencies, all other factors being equal, reduces the proportion of our revenue derived from foreign operations, and marginally increases our effective tax rate. We expect our effective tax rate to continue in the range of 35% to 38%.

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Comparison of Six Months Ended December 31, 2014 to Six Months Ended December 31,�2013

Total revenue increased by $47.1�million, or 12.8%, to $415.8�million for the six months ended December 31, 2014, (the fiscal 2015 period), from $368.7�million for the six months ended December 31, 2013, (the fiscal 2014 period).��Freight revenue increased by $45.7 million, or 15.3%, to $344.9 million for the fiscal 2015 period, from $299.2 million for the fiscal 2014 period. This increase was attributable to an increase in loaded miles to 159.6 million for the fiscal 2015 period from 150.1 million for the fiscal 2014 period, in addition to an increase to revenue per loaded mile to $1.718 for the fiscal 2015 period from $1.615 for the fiscal 2014 period. The increase in revenue per loaded mile is attributable to constrained industry capacity and elevated demand for freight services. The increase in loaded miles was also the result of an increase in average seated line-haul tractors to 3,438 in the fiscal 2015 period, from 3,221 in the fiscal 2014 period, with the increase being attributable to improved driver recruiting efforts, including the addition of drivers as a result of our driving school, and the integration of new fleets as the result of recent acquisitions. Miles per seated truck have decreased by 29 miles over the fiscal 2014 period, from 2,013 to 2,017, partially as a result of the diversification of our services and the integration of acquired fleets serving customers with a shorter length of haul. This combination of factors resulted in an increase in average revenue per seated tractor per week, which is our primary measure of asset productivity, of $3,063 in the fiscal 2014 period, from $2,896 in the fiscal 2014 period.

Revenue for our asset-light segment increased to $38.3�million in the fiscal 2015 period from $25.0�million in the fiscal 2014 period based on increases in our warehousing and LTL revenues and the integration of acquired companies. Much of this increase is attributable to expanded asset-light services through acquisitions made and integrated during the fiscal 2015 period. We expect our asset-light business to sustain moderate revenue growth going forward.

Fuel surcharge revenue increased to $70.9 million for the fiscal 2015 period from $69.5 million for the fiscal 2014 period due to an increase in loaded miles offset by the decrease in the cost of fuel.

Salaries, wages, and employee benefits were $120.8�million, or 29.1% of total revenue and 35.0% of freight revenue, for the fiscal 2015 period, compared to $100.6�million, or 27.3% of total revenue and 33.6% of freight revenue, for the fiscal 2014 period. These increase were the result of administrative wages, driver wages, and increased recruiting expense.��Driver wage increases are attributable to increased average seated tractor count and increased company miles.��Administrative wages also increased during the fiscal 2015 period as a result of the addition of administrative employees through our recent acquisitions. As we complete the integration of our latest acquisitions, we expect to reduce administrative redundancies and associated costs. Increased recruiting expenses were due primarily to the expansion of our driving schools and other recruitment efforts. Our salary, wages, and employee benefits were impacted by the increase in independent contractors as a percentage of our total fleet, which shifted expenses to the purchased transportation line item with offsetting reductions in employee driver wages and related expenses. Given the competitive market for drivers and expected driver pay increases in the industry, our salary, wages, and employee benefit expense may increase going forward.

Fuel expenses, without reduction for fuel surcharge revenue, decreased to $79.2 million, or 19.0% of total revenue, for the fiscal 2015 period, compared to $80.5 million, or 21.8% of total revenue, for the fiscal 2014 period.�Fuel expenses, net of fuel surcharge revenue, decreased to $8.3�million, or 2.4% of freight revenue, for the fiscal 2015 period, compared to $11.0�million, or 3.7% of freight revenue, for the fiscal 2014 period. Fuel expense was affected by a decrease in the weekly on-highway diesel prices of $0.19 per gallon, from $3.89 to $3.70, offset by an increase in total miles in the fiscal 2015 period compared to the fiscal 2014 period.��Integration of new equipment, coupled with the replacement of older acquisition units, contributed to the increase in miles per gallon to 7.09 for the fiscal 2015 period from 6.72 for the fiscal 2014 period. We expect the impact on fuel expenses from the operation older equipment acquired through recent acquisitions to decrease as we continue upgrading this older equipment in the near term. We also expect that our continued efforts to reduce idling, our operation of more fuel-efficient tractors, and our use of aerodynamic trailer skirts will continue to have a positive impact on our miles per gallon. However, we expect this positive impact to be partially offset by the use of more costly ultra low sulfur diesel fuel.

Purchased transportation increased to $101.9�million, or 24.4% of total revenues and 29.4% of freight revenue, for the fiscal 2015 period, from $87.3�million, or 23.7% of total revenues and 29.2% of freight revenue, for the fiscal 2014 period. These increases were primarily related to acquisitions during the fiscal 2015 period. Recently acquired companies have added expense relating to brokerage, warehousing, and independent contractors. However, despite the absolute increase in independent contractors, our acquisitions during the fiscal 2015 period caused independent contractors as a percentage of our fleet to increase only slightly during the fiscal 2015 period. We expect purchased transportation to slowly increase over time if we continue to be successful in growing the number of independent contractors in our fleet.

Operations and maintenance increased to $24.2�million, or 5.8% of total revenue and 7.0% of freight revenue, for the fiscal 2015 period, from $22.9�million, or 6.2% of total revenue and 7.7% of freight revenue, for the fiscal 2014 period. Operations and maintenance consist of direct operating expense, maintenance, and tire expense. The increase in absolute dollars in the fiscal 2015 period is primarily related to the maintenance requirements of equipment added due to acquisitions and increased maintenance costs due to emission reduction systems on our newer tractors. We believe the maintenance costs associated with equipment acquired through our acquisitions will decrease as we continue to replace this equipment with new equipment. However, we expect operations and maintenance expense to increase as the average age of our fleet ages as we reach an intermediate stage in our refresh cycle.

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Insurance and claims expense increased to $12.9 million, or 3.1% of total revenue and 3.7% of freight revenue, for the fiscal 2015 period, from $8.7 million, or 2.4% of total revenue and 2.9% of freight revenue, for the fiscal 2014 period.��The increase in insurance and claims expense relates to an increased number of claims and severity of claims. Insurance consists of premiums for liability, physical damage, cargo damage, and workers' compensation insurance, in addition to claims expense.��Our insurance program involves self-insurance at various risk retention levels.��Claims in excess of these risk levels are covered by insurance in amounts we consider to be adequate. We accrue for the uninsured portion of claims based on known claims and historical experience. We continually revise and change our insurance program to maintain a balance between premium expense and the risk retention we are willing to assume.��We anticipate insurance and claims expense will vary based primarily on the frequency and severity of claims, the level of self-retention, and the premium expense.

Depreciation and amortization, consisting primarily of depreciation of revenue equipment, increased to $33.3 million, or 8.0% of total revenue and 9.7% of freight revenue, for the fiscal 2015 period, compared to $32.8 million, or 8.9% of total revenue and 11.0% of freight revenue, for the fiscal 2014 period. The increase in absolute dollars was primarily attributable to an increase in owned tractors and trailers as a result of acquisitions subsequent to the fiscal 2014 period.��Offsetting the increase was a decrease in owned tractors from the sale of our lease purchase portfolio to Element in the third quarter of fiscal 2014. Revenue equipment held under operating leases is not reflected on our balance sheet and the expenses related to such equipment are reflected on our condensed consolidated statements of income in revenue equipment rentals, rather than in depreciation and amortization and interest expense, as is the case for revenue equipment that is financed with borrowings or capital leases. As we refresh older units from acquisitions during the remainder of fiscal 2015, we expect depreciation to increase in connection with the increased equipment costs.

Gain on sale of revenue equipment increased from $1.9 million in the fiscal 2014 period to $8.6 million in the fiscal 2015 period. This increase is primarily attributable to the sale of equipment as we continued to integrate acquired companies during the fiscal 2015 period and replace older equipment. Equipment sold to Element has also contributed to this increase.

All of our other operating expenses are relatively minor in amount, and there were no significant changes in such expenses. Accordingly, we have not provided a detailed discussion of such expenses.

Income taxes increased to $9.4 million, with an effective tax rate of 36.1%, for the fiscal 2015 period, from $6.7 million, with an effective tax rate of 36.4%, for the fiscal 2014 period. We expect our effective tax rate to continue in the range of 35% to 38%.

Liquidity and Capital Resources

Trucking is a capital-intensive business. We require cash to fund our operating expenses (other than depreciation and amortization), to make capital expenditures and acquisitions, and to repay debt, including principal and interest payments. Other than ordinary operating expenses, we anticipate that capital expenditures for the acquisition of revenue equipment will constitute our primary cash requirement over the next twelve months as we replace older equipment obtained through acquisitions and expand our temperature-controlled and flatbed service offerings.��If we were to consummate an acquisition, doing so may increase our cash requirements and we may have to modify our expected financing sources for the purchase of new equipment or other expenses. Subject to any required lender approval, we may make additional acquisitions in the future. Our principal sources of liquidity are cash generated from operations, bank borrowings, capital and operating lease financing of revenue equipment, and proceeds from the sale of used revenue equipment. At December 31, 2014, our total balance sheet debt, including capital lease obligations and long term debt, was $429.4 million, compared to $264.0 million at June�30, 2014. Our indebtedness increased as a result of our recent acquisitions.

As of December 31, 2014, we had a capital commitment for revenue equipment of $91.5 million for delivery through fiscal 2015. These capital commitments are amounts before considering the proceeds of equipment dispositions. In fiscal 2015, we expect to purchase our new tractors with both cash and operating leases and our new trailers with operating leases.

In December 2014, we increased the size of our credit facility by $100 million and extended the maturity.��At December 31, 2014, we were authorized to borrow up to $300.0 million under this credit facility, which expires May 2019. The applicable interest rate under this agreement is based on either a base rate equal to Bank of America, N.A.'s prime rate or LIBOR plus an applicable margin between 0.825% and 1.45% that is adjusted quarterly based on our lease adjusted total debt to EBITDAR ratio. At December 31, 2014, we had $166.1 million in outstanding borrowings related to our credit facility and $1.7 million utilized for letters of credit. The agreement is collateralized by the assets of all our U.S. subsidiaries. We are obligated to comply with certain financial covenants under our credit agreement and we were in compliance with these covenants at December 31, 2014. We believe the sustainable capital expenditures planned in the near future will allow us to continue reducing our outstanding debt going forward.

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We believe we will be able to fund our operating expenses, as well as our current commitments for the acquisition of revenue equipment over the next twelve months, with a combination of cash generated from operations, borrowings available under our primary credit facility, and lease financing arrangements. We will continue to have significant capital requirements over the long term, and the availability of the needed capital will depend upon our financial condition and operating results and numerous other factors over which we have limited or no control, including prevailing market conditions and the market price of our common stock. However, based on our operating results, anticipated future cash flows, current availability under our credit facility, and sources of equipment lease financing that we expect will be available to us, we do not expect to experience significant liquidity constraints in the foreseeable future.

Cash Flows

Net cash provided by operations for the six months ended December 31, 2014 was $22.4 million, compared to cash provided by operations of $36.9 million for the six months ended December 31, 2013. Cash provided by operations decreased due to purchases of inventory related to our service agreement with Element�and a decrease in accrued and accounts payable balances not related to acquired balances during the year.��These decreases were offset by an increase in our deferred tax balance.

Net cash used in investing activities was $63.7 million for the six months ended December 31, 2014, compared to net cash used in investing activities of $62.2 million for the six months ended December 31, 2013. Cash used in investing activities includes the net cash effect of acquisitions and dispositions of revenue equipment during each period. Capital expenditures for property and equipment totaled $72.8 million for the six months ended December 31, 2014, and $44.8 million for the six months ended December 31, 2013. We generated proceeds from the sale of property and equipment of $75.8 million and $23.3 million for the six months ended December 31, 2014, and December 31, 2013, respectively.��Net cash paid for acquisitions was $66.7 million for the six months ended December 31, 2014, and $40.7 million for the six months ended December 31, 2013.

Net cash provided by financing activities was $36.6 million for the six months ended December 31, 2014, compared to a net amount provided of $39.0 million for the six months ended December 31, 2013. The decrease in cash provided by financing activities was primarily due to an increase in principal payments under capital lease obligations. Financing activity represents borrowings (new borrowings, net of repayment) and payments of the principal component of capital lease obligations.

Contractual Obligations

During the six months ended December 31, 2014, there were no material changes in our commitments or contractual liabilities.

Off-Balance Sheet Arrangements

Operating leases have been an important source of financing for our revenue equipment. Our operating leases include some under which we do not guarantee the value of the asset at the end of the lease term ("walk-away leases") and some under which we do guarantee the value of the asset at the end of the lease term ("residual value"). Therefore, we are subject to the risk that equipment values may decline, in which case we would suffer a loss upon disposition and be required to make cash payments because of the residual value guarantees. We had operating lease obligations of $34.7 million as of December 31, 2014 compared to $37.3 million as of December 31, 2013.��Included in these operating lease obligations were residual value guarantees of $18.6 million for the December 31, 2014 period and $19.0 million for the December 31, 2013 period.��We believe that any residual payment obligations will be satisfied by the value of the related equipment at the end of the lease. To the extent the expected value at the lease termination date is lower than the residual value guarantee we would accrue for the difference over the remaining lease term. We anticipate that going forward, we will use a combination of cash generated from operations and operating leases to finance tractor purchases and operating leases to finance trailer purchases.

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Critical Accounting Policies

The preparation of financial statements in accordance with GAAP requires that management make a number of assumptions and estimates that affect the reported amounts of assets, liabilities, revenue, and expenses in our consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. These estimates are based on managements knowledge of current events and actions that affect, or could affect, our financial statements materially, and producing these estimates involves a significant level of judgment by management. The accounting policies we deem most critical include revenue recognition, allowance for doubtful accounts, depreciation, claims accrual, and accounting for income taxes. There have been no significant changes to our critical accounting policies and estimates during the three months ended December 31, 2014, compared to those disclosed in Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operation, included in our 2014 Annual Report on Form 10-K.

Cash dividends paid for the three months ended December 31, 2014, were equal to approximately $0.5 million, or $0.02 per share. We currently expect to continue to pay quarterly cash dividends in the future. Future payment of cash dividends, and the amount of any such dividends, will depend upon our financial condition, results of operations, cash requirements, tax treatment, and certain corporate law requirements, as well as other factors deemed relevant by our Board of Directors.

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Seasonality

In the trucking industry, revenue generally decreases as customers reduce shipments after the winter holiday season and as inclement weather impedes operations.��At the same time, operating expenses generally increase, with fuel efficiency declining because of engine idling and inclement weather.��We have substantial operations in the Midwestern and Eastern United States and Canada.��For the reasons stated, in those geographic regions in particular, third fiscal quarter net income historically has been lower than net income in each of the other three quarters of the year excluding charges.��Our equipment utilization typically improves substantially between May and October of each year because of seasonal increased shipping and better weather.��Also, during September, October and November business generally increases as a result of increased retail merchandise shipped in anticipation of the holidays.

Item 3.��Quantitative and Qualitative Disclosures about Market Risk

We experience various market risks, including fluctuations in interest rates, variability in currency exchange rates, and fuel prices. We have established policies, procedures and internal processes governing our management of market risks and the use of financial instruments to manage our exposure to such risks.

Interest Rate Risk. We are exposed to interest rate risk principally from our primary credit facility. The credit facility carries a variable interest rate equal to either Bank of America, N.A.'s prime rate or LIBOR plus an applicable margin between 0.825% and 1.45% that is adjusted quarterly based on our lease adjusted total debt to EBITDAR ratio.��At December 31, 2014, the interest rate for revolving borrowings under our credit facility was 1.0 %.��At December 31, 2014, we had $166.1 million variable rate term loan borrowings outstanding under the credit facility.��Assuming borrowing at historical levels, a hypothetical 0.25% increase in the bank's base rate and LIBOR would be immaterial to our net income.

Currency Exchange Rate Risk. We are subject to variability in foreign currency exchange rates in our international operations. Exposure to this variability is periodically managed primarily through the use of natural hedges, whereby funding obligations and assets are both managed in the local currency.��From time-to-time, we enter into currency exchange agreements to manage our exposure arising from fluctuating exchange rates related to specific and forecasted transactions. We operate this program pursuant to documented corporate risk management policies and do not enter into derivative transactions for speculative purposes.

Our currency risk consists primarily of foreign currency, denominated firm commitments, and forecasted foreign currency denominated intercompany and third party transactions. At December 31, 2014, we had no foreign exchange derivative contracts outstanding. Historically, derivative gains or losses, initially reported as a component of other comprehensive income, would be reclassified to earnings in the period when the transaction affected earnings.

�

Assuming revenue and expenses for our Canadian operations are identical to that in the six months ended December 31, 2014 (both in terms of amount and currency mix), we estimate that a 10% change in the Canadian dollar exchange rate would affect our annual net income by approximately $1.3 million. Also, we estimate that a 10% change in the Mexican peso exchange rate would affect our annual net income by approximately $2.6 million.

�

Commodity Price Risk. Shortages of fuel, increases in prices, or rationing of petroleum products can have a materially adverse effect on our operations and profitability.��Fuel is subject to economic, political, and market factors that are outside of our control. We believe fuel surcharges are effective at mitigating most, but not all, of the risk of high fuel price because we do not recover the full amount of fuel price increases. At December 31, 2014, we had no outstanding contracts in place. Derivative gains/(losses), initially reported as a component of other comprehensive income, are reclassified to earnings in the period when the forecasted transaction affects earnings.

�

Item 4.��Controls and Procedures

Evaluation of Disclosure Controls and Procedures

�

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officers (referred to in this report as the "Certifying Officers"), as appropriate, to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and procedures" in Rule 13a-15(b) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating our controls and procedures.

�

�

We have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of the Certifying Officers. Based upon that evaluation, our Certifying Officers concluded that our controls and procedures were effective as of the end of the period covered by this report.

�

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

�

Part II.��Other Information

Item 1.��Legal Proceedings

We are party to certain lawsuits in the ordinary course of business. We are currently not party to any proceedings which we believe will have a material adverse effect

Item 1A.��Risk Factors

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our Annual Report on Form 10-K for the year ended June 30, 2014, in the section entitled Item 1A. Risk Factors, describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects.

Item 2.��Unregistered Sales of Equity Securities and Use of Proceeds

We are obligated to comply with certain financial covenants under our credit agreement.��Our credit agreement also places certain limitations on our ability to pay dividends, including a $5,000,000 cap on cash dividend payments during any fiscal year.

Item 3.��Defaults Upon Senior Securities

Not applicable.

Item 4.��Mine Safety Disclosures

Not applicable.

Item 5.��Other Information

None.

�

Item 6.��Exhibits

2.1	Membership Interest Purchase Agreement by and among A&S Services Group, LLC, and holders of interests therein, and Celadon Trucking Services, Inc., dated October 24, 2014.*
3.1	Amended and Restated Certificate of Incorporation of the Company, effective January 12, 2006. (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.)
3.2	Certificate of Designation for Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June�30,�2000, filed with the SEC on September�28,�2000.)
3.3	Amended and Restated By-laws of the Company. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)
4.1	Amended and Restated Certificate of Incorporation of the Company, effective January 12, 2006. (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.)
4.2	Amended and Restated By-laws of the Company. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)
10.1	Amended and Restated Credit Agreement dated December 12, 2014, among Celadon Group, Inc., certain subsidiaries, and Bank of America, N.A. and other lenders party thereto.*
31.1	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Paul A. Will, the Company's Principal Executive Officer.*
31.2	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Leslie A. Tarble, the Company's Principal Financial Officer.*
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002, by Paul A. Will, the Company's Chief Executive Officer.*
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Leslie A. Tarble, the Company's Principal Financial Officer.*
101.INS**	XBRL Instance Document.*
101.SCH**	XBRL Taxonomy Extension Schema Document.*
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.*

*	Filed herewith
**	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed to be "furnished" and not "filed."

�

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

�	Celadon Group, Inc. (Registrant)
�	�
�	/s/ Paul A. Will
�	Paul A. Will
�	President and Chief Executive Officer
�	�
�	�
�	/s/ Leslie A. Tarble
�	Leslie A. Tarble
�	Vice President, Treasurer, and Principal Financial Officer
�	�
�	�
�	/s/ Bobby Peavler
�	Bobby Peavler
�	Vice President and Principal Accounting Officer
Date:��February 9, 2015	�

�

EXHIBIT INDEX �
Exhibit Number	Description
2.1�	Membership Interest Purchase Agreement by and among A&S Services Group, LLC, and holders of interests therein, and Celadon Trucking Services, Inc., dated October 24, 2014.*
3.1	Amended and Restated Certificate of Incorporation of the Company, effective January 12, 2006. (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.)
3.2	Certificate of Designation for Series A Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the fiscal year ended June�30,�2000, filed with the SEC on September�28,�2000.)
3.3	Amended and Restated By-laws of the Company.��(Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)
4.1	Amended and Restated Certificate of Incorporation of the Company, effective January 12, 2006. (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ending December 31, 2005, filed with the SEC on January 30, 2006.)
4.2	Amended and Restated By-laws of the Company.��(Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)
10.1	Amended and Restated Credit Agreement dated December 12, 2014, among Celadon Group, Inc., certain subsidiaries, and Bank of America, N.A. and other lenders party thereto.*
31.1	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Paul A. Will, the Company's Principal Executive Officer.*
31.2	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Leslie A. Tarble, the Company's Principal Financial Officer.*
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the SarbanesOxley Act of 2002, by Paul A. Will, the Company's Chief Executive Officer.*
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Leslie A. Tarble, the Company's Principal Financial Officer.*
101.INS**	XBRL Instance Document.*
101.SCH**	XBRL Taxonomy Extension Schema Document.*
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.*

*	Filed herewith
**	In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 shall be deemed to be "furnished" and not "filed."

�

Exhibit 2.1

�

�	MEMBERSHIP INTEREST PURCHASE AGREEMENT

�

by and among

�

A&S SERVICES GROUP, LLC,

�

HUNT VALLEY EQUIPMENT CO., LLC,

�

A&S REAL ESTATE HOLDINGS, LLC,

�

THE SELLERS LISTED ON EXHIBIT A HERETO,

�

LMP MANAGEMENT GROUP, INC., AS SELLER REPRESENTATIVE

�

and

�

CELADON TRUCKING SERVICES, INC.

�

__________

�

October 24, 2014

�

TABLE OF CONTENTS

�

ARTICLE 1		�
�	DEFINITIONS; INTERPRETATION��	1
1.1.	Definitions��	1
1.2.	Additional Defined Terms��	9
1.3.	Interpretation��	10
�	�	�
ARTICLE 2		�
�	PURCHASE AND SALE��	10
2.1.	Purchase and Sale��	10
2.2.	Payment of the Purchase Price��	10
2.3.	Purchase Price Holdback��	11
2.4.	Allocation of the Purchase Price��	12
�	�	�
ARTICLE 3		�
�	REPRESENTATIONS AND WARRANTIES OF THE COMPANIES	13
3.1.	Authority��	13
3.2.	Organization��	14
3.3.	Capitalization��	14
3.4.	No Conflicts; Consents and Approvals��	14
3.5.	Real Property��	15
3.6.	Assets��	15
3.7.	Intellectual Property��	16
3.8.	Financial Statements��	17
3.9.	Absence of Changes��	17
3.10.	Taxes��	19
3.11.	Litigation��	20
3.12.	Employee Benefits and Related Matters��	20
3.13.	Material Contracts��	21
3.14.	Brokers and Finders; Company Transaction Expenses��	21
3.15.	Insurance��	21
3.16.	Employees��	22
3.17.	Environmental��	22
3.18.	Compliance with Laws; Permits��	23
3.19.	Affiliate Transactions��	23
3.20.	Customers and Suppliers��	24
3.21.	No Other Representations or Warranties��	24
�	�	�
ARTICLE 4		�
�	REPRESENTATIONS AND WARRANTIES OF THE SELLERS��	24
4.1.	Authority��	24
4.2.	Ownership��	25
4.3.	No Conflicts; Consents and Approvals��	25

�

4.4.	Brokers and Finders��	25
4.5.	No Other Representations or Warranties; Disclosure��	25
�	�	�
ARTICLE 5		�
�	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER	26
5.1.	Authority of the Purchaser��	26
5.2.	Consents and Approvals��	26
5.3.	Brokers, etc.��	26
5.4.	Securities��	26
5.5.	Independent Investigation; Acknowledgement��	27
5.6.	Orders; Actions��	27
5.7.	No Other Representations or Warranties��	27
�	�	�
ARTICLE 6		�
�	COVENANTS��	28
6.1.	Confidentiality��	28
6.2.	Records��	29
6.3.	Insurance Policies��	29
6.4.	Excluded Assets��	30
�	�	�
ARTICLE 7		�
�	CLOSING; DELIVERABLES��	31
7.1.	Closing��	31
7.2.	Deliveries of the Companies��	31
7.3.	Deliveries of the Sellers and the Seller Representative��	32
7.4.	Deliveries of the Purchaser��	32
7.5.	Further Assurances��	32
�	�	�
ARTICLE 8		�
�	TAX MATTERS��	�
8.1.	Tax Matters��	32
�	�	32
ARTICLE 9		�
�	SURVIVAL AND INDEMNIFICATION��	34
9.1.	Survival��	34
9.2.	Indemnification by Sellers��	34
9.3.	Indemnification by the Purchaser��	35
9.4.	Limitations on Liability of Sellers��	36
9.5.	Net Losses; Mitigation��	36
9.6.	Claims��	37
9.7.	Notice of Third-Party Claims; Assumption of Defense��	37
9.8.	Settlement or Compromise��	38
9.9.	Claims under Prior Agreements��	38
9.10.	Insurance��	39

�

9.11.	Purchase Price Adjustments��	39
�	�	�
ARTICLE 10		�
�	MISCELLANEOUS��	39
10.1.	Expenses��	39
10.2.	Amendment��	39
10.3.	Notices��	39
10.4.	Waivers��	40
10.5.	Counterparts��	40
10.6.	Applicable Law; Jurisdiction��	41
10.7.	Assignment��	41
10.8.	No Third-Party Beneficiaries��	41
10.9.	Schedules��	41
10.10.	Incorporation��	42
10.11.	Complete Agreement��	42
10.12.	Disclaimer��	42
10.13.	Currency��	42
10.14.	Appointment and Authorization of the Seller Representative��	42
10.15.	Waiver of Conflict��	44
10.16.	Waiver of Jury Trial��	44

�

iii

�

Exhibits		�
�		�
Exhibit A	Schedule of Sellers	�
Exhibit B	Allocation of Purchase Price	�

Schedules
�	Schedule 1.1(a)	Continuing Indebtedness
�	Schedule 3.3	Capitalization
�	Schedule 3.4	Required Consents
�	Schedule 3.5(a)	Owned Real Property
�	Schedule 3.5(b)	Leased Real Property
�	Schedule 3.6	Tractors, Trailers and Rolling Stock
�	Schedule 3.7(a)	Company Intellectual Property
�	Schedule 3.7(b)	Licensed Intellectual Property
�	Schedule 3.7(c)	Intellectual Property Exceptions
�	Schedule 3.7(d)	Intellectual Property Exceptions
�	Schedule 3.8(a)	Audited Financial Statements
�	Schedule 3.8(b)	Interim Financial Statements
�	Schedule 3.9	Absence of Changes
�	Schedule 3.10(a)	Taxes
�	Schedule 3.11	Litigation
�	Schedule 3.12(a)	Employee Benefit Plans
�	Schedule 3.12(f)	Employee Benefits and Related Matters
�	Schedule 3.13	Material Contracts
�	Schedule 3.15(a)	Insurance Policies
�	Schedule 3.15(b)	Insurance Claims
�	Schedule 3.16(a)	Employees
�	Schedule 3.18	Compliance with Laws; Permits
�	Schedule 3.19	Affiliate Transactions
�	Schedule 3.20(a)	Material Customers
�	Schedule 3.20(b)	Material Suppliers
�	Schedule 6.4	Excluded Assets
�	Schedule 9.2	Pro-Rata Share for Seller Indemnification

�

Schedules to this Membership Interest Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.

�

MEMBERSHIP INTEREST PURCHASE AGREEMENT

�

This MEMBERSHIP INTEREST PURCHASE AGREEMENT is entered into as of the 24th day of October, 2014, by and among A&S Services Group, LLC, a Delaware limited liability company (A&S), Hunt Valley Equipment Co., LLC, a Delaware limited liability company (HVEC), A&S Real Estate Holdings, LLC, a Pennsylvania limited liability company (ASREH) (each of A&S, HVEC and ASREH may be referred to individually as a Company and collectively as the Companies), the Members listed on Exhibit A attached hereto (each, a Seller and, collectively, the Sellers), LMP Management Group, Inc., as representative for the Sellers (the Seller Representative), and Celadon Trucking Services, Inc., a New Jersey corporation (the Purchaser).

�

WHEREAS, as of the date hereof, the Sellers own all of the issued and outstanding membership interests of A&S, all of the issued and outstanding membership interests of HVEC, and all of the issued and outstanding membership interests of ASREH (collectively, the Membership Interests);

�

WHEREAS, A&S has one direct subsidiary, A&S Kinard Logistics, LLC, a Delaware limited liability company (ASKL or the Subsidiary);

�

WHEREAS, the Companies and the Subsidiary are in the business of providing transportation and logistics services (the Business); and

�

WHEREAS, subject to the terms and conditions set forth herein, the Sellers desire to sell, assign and transfer to the Purchaser, and the Purchaser desires to purchase and take assignment and delivery from the Sellers of, all of the issued and outstanding Membership Interests.

�

NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the Purchaser and Sellers agree as follows:

�

ARTICLE 1

DEFINITIONS; INTERPRETATION

�

1.1.��Definitions.��The following terms shall have the following meanings for the purposes of this Agreement.

�

Accounts Receivable means all notes and accounts receivable of the Companies and the Subsidiary shown on the Financial Statements and/or in the books and records of the Companies and the Subsidiary as of the Closing Date.

�

Affiliate means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person; provided, that, for purposes of Sections 3.9, 3.19 and 6.1, an affiliate of any Person shall also mean (a) any officer, director or trustee of such Person or (b) any spouse, parent, sibling or descendant of any Person described in clause (a) above.��For the purposes of this definition, control, when used with respect to any specified Person, means the power to direct the management or policies of such Person directly or indirectly, whether through ownership of voting securities, by Contract or otherwise; and the terms controlling and

�

controlled having meanings correlative to the foregoing.��However, for purposes of Sections�3.9, 3.19 and 6.1, hereof, the term Affiliates shall not include any entities in which Larsen MacColl Partners, L.P., LMP Management Group, Inc., or their respective Affiliates own equity interests, hold indebtedness, or for which they serve as an investment manager.

�

Agreement means this Membership Interest Purchase Agreement, including all Schedules and Exhibits hereto, as it may be amended from time to time in accordance with its terms.

�

Benefit Plans means employee benefit plans, programs, policies, arrangements or agreements, including employee welfare benefit plans and employee pension benefit plans, as defined in Sections 3(1) and 3(2), respectively, of ERISA, maintained or sponsored by any Company or the Subsidiary for the benefit of current or former employees, officers and/or directors (or their respective dependents or beneficiaries) of any Company or the Subsidiary, with respect to which any Company or the Subsidiary has any material liability.

�

Business Day means any day of the year other than (a) any Saturday or Sunday, or (b) any other day on which banks located in Philadelphia, Pennsylvania are authorized or required by Law to be closed for business.

�

Cash means cash, checks, money orders, marketable securities, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts of the Companies and the Subsidiary.��For the avoidance of doubt, Cash shall, without duplication, (a) be calculated net of issued but uncleared checks and drafts as of the close of business on the day immediately preceding the Closing Date, and (b) include checks, ACH transactions and other wire transfers and drafts deposited for the account of the Companies and the Subsidiary as of the close of business on the day immediately preceding the Closing Date.

�

Closing Indebtedness means the Indebtedness of the Companies and the Subsidiary as of the Closing Date.

�

Code means the Internal Revenue Code of 1986, as in effect as of the Closing Date.

�

Company Transaction Expenses means the fees and expenses of the consultants, financial advisors, attorneys, accountants, management companies or other agents and representatives retained by the Companies or the Subsidiary for services rendered (including research, preparation, drafting documents, negotiations, due diligence assistance, consultations, assessments or valuations) in connection with the transactions contemplated by this Agreement and any bonuses or other compensation paid to any employees of the Companies or the Subsidiary in connection with the transactions contemplated by this Agreement.

�

�Computer Software means all computer software, including source code, operating systems and specifications, data, databases, files, documentation, and other materials related thereto.

�

Confidential Information means the information conveyed to the Purchaser which the Purchaser is required to retain in strict confidence pursuant to the Confidentiality Agreement.

�

Confidentiality Agreement means that certain Confidentiality Agreement dated August 13, 2014, by and between Celadon Trucking and BB&T Capital Markets, for itself and as a representative and on behalf of the Companies.

�

Continuing Indebtedness means, with respect to the Companies and the Subsidiary, the Indebtedness listed on Schedule 1.1(a).

�

Contract means any contract, agreement, indenture, note, bond, loan, instrument, guarantee, deed, mortgage, lease, sublease, license, sublicense, or other written arrangement or agreement, including all amendments thereto, but not including any purchase orders, invoices, sales quotes or similar items entered into in the Ordinary Course of Business.

�

Desktop Software means any third-Person Computer Software that is licensed for use on desktop or laptop PC-class computers or related local area network servers other than by a written Contract executed by the licensee, including software licensed by shrink-wrap or click-wrap licenses.

�

Environment shall mean any of the following media:

�

(a)��land, including surface land, sub-surface strata and any natural or man-made structures;

�

(b)��water, including coastal and inland waters, surface waters, ground waters, drinking water supplies and waters in drains and sewers, surface and sub-surface strata; and

�

(c)��air, including indoor and outdoor air.

�

Environmental Laws means all applicable Laws in effect as of the Closing relating to pollution and protection of the Environment or Hazardous Substances, including without limitation any Laws relating to the generation, manufacture, use, processing, treatment, storage, release, distribution, transport or disposal of Hazardous Substances and any common laws of nuisance, negligence and strict liability relating to the generation, manufacture, use, processing, treatment, storage, release, distribution, transport or disposal of Hazardous Substances.��Included within this definition is the following non-inclusive list of Laws: the Compensation and Liability Act, as amended, the Superfund Amendments and Reauthorization Act, as amended, the Resource Conservation and Recovery Act, as amended, the Toxic Substances Control Act, as amended, the Clean Water Act, as amended, the Clean Air Act, as amended, and any applicable United States federal, state or local Law having a similar subject matter.

�

Environmental Matter means:

�

(a)��pollution or contamination of the Environment or the occurrence or existence of Hazardous Substances in the Environment on the Real Property or of an unpermitted Release;

�

(b)��the treatment, handling, storage, transportation, disposal or Release of any Hazardous Substance;

�

(c)��exposure of any Person to any Hazardous Substance; and/or

�

(d)��the violation of any Environmental Law or any Environmental Permit.

�

Environmental Permit means any Permit issued, granted or required under any Environmental Laws.

�

ERISA means the Employee Retirement Income Security Act of 1974, as in effect as of the Closing Date, and the regulations promulgated thereunder.

�

Fundamental Representations means the representations and warranties contained in Sections 3.1 (Authority), 3.2 (Organization), 3.3 (Capitalization), 3.14 (Brokers and Finders; Company Transaction Expenses), 4.1 (Authority), 4.2 (Ownership), 4.4 (Brokers and Finders), 5.1 (Authority of the Purchaser), 5.3 (Brokers, etc.), and 5.4 (Securities).

�

GAAP means United States generally accepted accounting principles in effect at the applicable time, consistently applied by the Companies.

�

Governmental Authority means any federal, provincial, state, municipal or foreign entity, government or any political subdivision or other executive, legislative, administrative, judicial or other governmental department, commission, court, arbitrator, board, bureau or agency and any quasi-governmental body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority over the applicable Person.

�

Hazardous Substance means, collectively, any (a) petroleum or petroleum products, or derivative or fraction thereof, radioactive materials (including radon gas), asbestos in any form that is friable, urea-formaldehyde foam insulation, and polychlorinated biphenyls, and/or (b) any chemical, material, substance or waste, which on the Closing Date, is defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, toxic substances, restricted hazardous wastes, contaminants, or pollutants, in each case as regulated under Environmental Laws.

�

Indebtedness of any Person means, without duplication: (a) all indebtedness of such Person for borrowed money and amounts payable under debt or debt-like instruments, including outstanding promissory notes or letter of credit facilities and any principal, interest, overdrafts, premiums, make whole premiums or payments, prepayment, termination and other penalties and expenses with respect to the foregoing; (b) all obligations resulting from such Persons obligation to terminate any interest rate protection agreements, foreign currency exchange arrangements, or other interest or exchange rate commodity or other hedging arrangements, to which such Person is a party; (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person; (d) all indebtedness of any other Person with respect to borrowed money, notes payable or amounts outstanding under letter of credit facilities which amounts are secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been assumed; (e) all guarantees, whether direct or indirect, by such Person of indebtedness of any other Person with respect to borrowed money, notes payable or amounts outstanding under

�

letter of credit facilities; and (f) all capital lease obligations that have or should have been capitalized in accordance with GAAP.

�

Indemnified Person means the Person or Persons entitled to, or claiming a right to, indemnification under Article 9.

�

Indemnifying Person means the Person or Persons claimed by the Indemnified Person to be obligated to provide indemnification under Article 9.

�

Intellectual Property means all of the following: United States and foreign (a) patents, patent applications, continuations, continuations in part, divisions, reissues or patent disclosures, (b) trademarks, service marks, corporate names, trade names or fictitious names (and all translations adaptations, derivations and combinations of the foregoing), together with all goodwill associated with each of the foregoing, (c) internet domain names and registrations thereof, (d) copyrights, whether registered or unregistered, together with all goodwill associated with each of the foregoing, (e) registrations and applications for any of the foregoing, and (f) computer software and systems (including source code, executable code, data, databases, and documentation).

�

IRS means the Internal Revenue Service.

�

Knowledge of the Companies, or variations thereof, means the actual or constructive knowledge (based on the exercise of reasonable care and diligence) of Ken Buck and Matt Coury, as a result of the reasonable conduct by them of the duties associated with their respective offices with the Companies.

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Law means any law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree or governmental requirement enacted, promulgated, entered into or imposed by any Governmental Authority, in each case, as enacted and in effect on or prior to the Closing Date.

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Lien means any lien, security interest, charge, claim, mortgage, deed of trust, pledge, restriction on transfer, hypothecation, easement, right-of-way, indenture, license to third parties, lease to third parties or any other encumbrance or other restriction or limitation on the use of real or personal property.

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Loss or Losses means any and all damages, losses, Actions, proceedings, causes of action, obligations, liabilities, claims, Liens, penalties, deficiencies, awards, fines, demands, assessments, settlements, judgments, costs and expenses, including court costs and reasonable attorneys fees and other costs of litigation, after taking into account all reserves reflected in the Financial Statements and/or in the books and records of the Companies and the Subsidiary as of the Closing Date, but in any event shall exclude (a) any interest, other than interest owing to a third party claimant or Governmental Authority by any Indemnified Person and arising out of or levied as a result of the incurrence of any Losses, and (b) consequential, punitive, special or incidental damages, lost profits or diminution in value claimed, incurred or suffered by any Indemnified Person.��In addition to the foregoing, Losses shall include any costs and expenses, including court costs and reasonable attorneys fees and other costs of litigation, incurred by an

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Indemnified Person in the successful enforcement of its indemnification rights under Article 9 of this Agreement.

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Material Adverse Effect means any event, circumstance, change or effect that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Companies and the Subsidiary, taken as a whole; provided that for purposes of this Agreement none of the following shall be deemed to constitute, or be taken into account in determining whether there has been, a Material Adverse Effect: (a) changes to the United States economy or the global economy, in each case, as a whole, or that are generally applicable to the industry or markets in which the Companies and the Subsidiary operate, (b) any adverse change, event, development or effect arising from or relating to (i) general business or economic conditions, including such conditions related to the Business, (ii) national or international political or social conditions, including any military action or terrorist attack, (iii) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in GAAP, (v) any change or amendment to any Law or any change in the manner in which any Law is or may be enforced, or (vi) the announcement or performance of this Agreement or the transactions contemplated by this Agreement, including any reaction of customers, suppliers or employees of the Companies and the Subsidiary, and (c) any action taken by Purchaser or any of its Affiliates or representatives.

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Material Contracts means all of the following Contracts to which any Company or the Subsidiary is a party or by which any of them is bound: (a) any Contract which involves payment to or from any Company or the Subsidiary in excess of $100,000 during any twelve (12) month period and which is not terminable without penalty on notice of ninety (90) days or less; (b) any Contract for the sale or disposition of any of the assets of any Company or the Subsidiary having a value in excess of $100,000 or for the grant to any Person of any rights to purchase any assets of any Company or the Subsidiary having a value in excess of $100,000; (c) any joint venture, partnership or limited liability company agreements or other agreements (however named) involving a sharing of profits or losses with any other Person; (d) any Contract containing covenants of any Company or the Subsidiary not to compete in any line of business or with any Person in any geographical area for any period of time; (e) any Contract containing covenants of any other Person not to compete against any Company in any line of business or in any geographical area for any period of time; (f) any Contract relating to the acquisition by any Company or the Subsidiary of any assets of any other Person having a value in excess of $100,000 or any operating business or the capital stock of any other Person; (g) any Contract relating to any Indebtedness, guarantee, loan, advance (other than travel and entertainment allowances to employees of any Company or the Subsidiary extended in the Ordinary Course of Business), investment in any Person, letter of credit, surety bond or financing agreement or instrument or other Contract for money borrowed, including any agreement or commitment for any such future loans, advances, investments in any Person, credit or financing entered into by any Company or the Subsidiary; (h) any leases, rental agreements, licenses, installment and conditional sale agreements, and other contracts or arrangements affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property, which involves aggregate payments in excess of $100,000 in any twelve (12) month period; (i) any written employment, agency or severance agreements to which any Company or the Subsidiary is a party with respect to any employee, agent or former employee or agent of any

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Company or the Subsidiary and which may not be terminated at will, or by giving notice of ninety (90) days or less, without cost or penalty; (j) any Contract (other than this Agreement or any agreement or instrument entered into pursuant to this Agreement) with any Company or the Subsidiary and (i) any Affiliate of any Company or the Subsidiary, (ii) any current or former officer or director of any Company or the Subsidiary or (iii) any Contracts relating to any other Affiliate Transactions; (k) any Contract involving any resolution or settlement of any actual or threatened Action in the last three (3) years involving an amount in dispute in excess of $100,000; (l) any Contract granting or evidencing a Lien on any properties or assets of any Company or the Subsidiary other than a Permitted Lien; and (m) any Contract containing a grant by any Company or the Subsidiary to a third Person of any rights to any Intellectual Property of any Company or the Subsidiary or any grant to any Company or the Subsidiary of any rights to any Intellectual Property of any third Person involving aggregate payments in excess of $100,000 in any twelve (12) month period.

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Order means any judgment, injunction, award, decision, decree, ruling, verdict, writ, or order of any nature of any Governmental Authority.

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Ordinary Course of Business means the ordinary course of business of any Company or the Subsidiary, as applicable, consistent with past custom and practice (including with respect to quantity and frequency).

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Payoff Letters means customary pay-off letters from the holders of Closing Indebtedness (other than the Continuing Indebtedness) which provide for the release of all Liens and the termination of all agreements and other security interests relating to such Closing Indebtedness following the payment in full of such Closing Indebtedness.

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Permitted Liens means: (a) Liens in respect of liabilities shown or reflected in the balance sheets included in the Financial Statements, (b) Liens arising by operation of Law for��current Taxes or other governmental charges not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (c) Liens arising by operation of Law by virtue of the rights of customers, suppliers and subcontractors in the Ordinary Course of Business under general principles of commercial law and, in the case of the Companies, which, individually or in the aggregate, do not materially detract from the value of, or impair the use of, any of the properties or assets of any Company or the Subsidiary, (d) Liens arising under or relating to intercompany loans, (e) Liens of carriers, landlords, warehousemen, mechanics and materialmen incurred in the ordinary course of business for amounts not yet delinquent, (f) Liens attaching to inventory held by consignees in the ordinary course of business, (g) zoning, building codes and other land use regulations imposed by any Governmental Authority, (h) Liens created by any act of Purchaser, (i) such rights, if any, of any utility company to construct and/or maintain lines, pipes, wires, cables, poles, conduits and distribution boxes and equipment in, over, under, and/or upon any portion of the Real Property, (j) matters of plat with respect to the Real Property, (k) oil, gas, and mineral rights of record against the Real Property, (l) such matters as would be disclosed by an accurate survey or inspection of the Real Property, (m) easements, rights-of-way, covenants, conditions, restrictions and other similar matters, all of which do not materially impair the use or occupancy of the Real Property or other assets in the operation of the Business by any Company or the Subsidiary, and (n) Liens arising under or relating to the Continuing Indebtedness.

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Person means any individual, corporation, partnership, association, limited liability company, joint venture, trust, estate, governmental or quasi-governmental authority, agency, instrumentality or political subdivision or body or other entity or organization.

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Pre-Closing Period means any period that ends on or before the Closing or, with respect to a period that includes but does not end on the Closing, the portion of such period up to (but not including) the day of the Closing.

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Real Property means, collectively, the Owned Real Property and the Leased Real Property.

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Release means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Substances into the Environment, and Released shall be construed accordingly.

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Schedules means the schedules attached to this Agreement and forming part of this Agreement.

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Securities Acts means (i) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and (ii) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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�Tax or Taxes means all taxes, charges, fees, duties, levies or other assessments, including income Taxes, gross receipts, capital stock, net proceeds, ad valorem, turnover, real, personal and other property (tangible and intangible), sales, use, franchise, excise, value-added, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational, interest equalization, unitary, severance and employees income withholding, unemployment and Social Security taxes, duties, assessments and charges (including the recapture of any tax items such as investment tax credits), which are imposed by any Governmental Authority, including any interest, penalties or additions to tax related thereto imposed by any Governmental Authority (including any interest or penalties with respect to such Taxes).

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Tax Benefit means the present value of any refund, credit or reduction in otherwise required Tax payments (net of any reduction of depreciation, amortization or other deductions as a result of an adjustment to the Final Purchase Price), which net present value shall be computed as of the Closing Date or the first date on which the right to the refund, credit or other Tax reduction arises or is reasonably estimated to be actually utilized, whichever is later, using (a) the Tax rate applicable to the highest level of income with respect to such Tax under applicable Laws on such date or (b) the interest rate on such date imposed on corporate deficiencies paid within thirty (30) days of a notice of proposed deficiency under the Code or other applicable Laws.

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Tax Period or Taxable Period means any period prescribed by any Governmental Authority for which a Tax Return is required to be filed or a Tax is required to be paid.

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Tax Return means all returns and reports of or with respect to Taxes required to be filed with any Governmental Authority.

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Transaction Documents means all documents executed and delivered by any Company or the Subsidiary, the Purchaser or any Seller in connection with the Closing.

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1.2.��Additional Defined Terms.��In addition to the terms defined in Section 1.1 above, the following additional defined terms are defined in the respective Section set forth opposite such term below:

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DEFINED TERM	�	SECTION
A&S		Preamble
Accountant		2.4(b)
Acquisition Claim		9.9
Action		3.11
Affiliate Transactions		3.19
ASKL		Recitals
ASREH		Preamble
Audited Financial Statements		3.8(a)
Balance Sheet Date		3.8(b)
Business		Recitals
Claim Notice		9.6
Closing		2.1
Closing Date		7.1
Company(ies)		Preamble
Company Intellectual Property		3.7(a)
Deductible		9.4(a)
Excluded Assets		6.4(a)
Final Purchase Price		2.5(e)
Financial Statements		3.8(b)
Fundamental Cap		9.4(b)
General Cap		9.4(b)
Holdback Amount		2.3(a)
HVEC		Preamble
Interim Financial Statements		3.8(b)
Leased Real Property		3.5(b)
Liability Policies		6.3
Licensed Intellectual Property		3.7(b)
Material Customer		3.20(a)
Material Supplier		3.20(b)
Membership Interests		Recitals
Miller & Martin		10.15
Notice of Dispute		2.5(b)
Open Claim		2.3(c)
Owned Real Property		3.5(a)
Permits		3.18(a)
Pro-Rata Share		9.2(a)
Proprietary Information		6.1(b)
Purchase Price		2.2(a)
Purchaser		Preamble

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�DEFINED TERM	�SECTION
Purchaser Indemnified Parties	9.2(a)
Records	6.2(a)
Required Consents	3.4
Resolution Period	2.5(b)
Run-Off Insurance Policies	6.3
Seller or Sellers	Preamble
Seller Indemnified Parties	9.3
Seller Representative	Preamble
Sellers Account	2.2(b)(iv)
Subsidiary	Recitals
Third-Party Claim	9.7
WARN	3.16(b)

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1.3.��Interpretation.��The headings preceding the text of Articles and Sections included in this Agreement and the headings to Schedules and Exhibits attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement.��The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement.��The use of the terms including or include shall in all cases herein mean including, without limitation or include, without limitation, respectively.��Reference to any Person includes such Persons successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement.��Reference to a Person in a particular capacity excludes such Person in any other capacity or individually.��Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof.��References to Articles, Sections, paragraphs, clauses, Exhibits or Schedules shall refer to those portions of this Agreement unless otherwise clearly indicated.��The use of the terms hereunder, hereof, hereto and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, paragraph or clause of, or Exhibit or Schedule to, this Agreement.

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ARTICLE 2

PURCHASE AND SALE

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2.1.��Purchase and Sale.��Subject to the terms and conditions hereof, at the closing of the transactions contemplated hereby (the Closing), each Seller shall sell, convey, assign, transfer and deliver to the Purchaser, and the Purchaser shall purchase and take assignment and delivery of, all of each Sellers right, title and interest in and to the issued and outstanding Membership Interests shown as being owned by each Seller as of the Closing on Schedule 3.3, representing, in the aggregate, all of the issued and outstanding Membership Interests of the Companies.

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2.2.��Payment of the Purchase Price.

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(a)��The aggregate purchase price payable by the Purchaser to the Sellers for the Membership Interests shall be: $55,000,000 (the Purchase Price) which shall be allocated

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as set forth in Section 2.4.��On the Closing Date, the Purchase Price shall be payable in accordance with Section 2.2(b).��Following the Closing, the Purchase Price shall be subject to adjustment pursuant to Article 8 relating to Tax matters and Sections 9.2 and 9.3 relating to indemnification by the Sellers and the Purchaser.

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(b)��At the Closing, the Purchaser shall pay, by wire transfer of immediately available funds, an aggregate amount equal to the Purchase Price, in accordance with the following:

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(i)��The Purchaser will pay, by wire transfer of immediately available funds on behalf of the Companies and the Subsidiary, the Closing Indebtedness (other than the Continuing Indebtedness) in accordance with the Payoff Letters delivered pursuant to Section�7.2(b);

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(ii)��The Purchaser will pay, by wire transfer of immediately available funds on behalf of the Companies and the Subsidiary, the Company Transaction Expenses in accordance with the payment instructions delivered by the Seller Representative prior to the Closing; and

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(iii)��The Purchaser will pay, by wire transfer of immediately available funds into the account designated in writing by the Seller Representative (the Sellers Account) for the benefit of the Sellers, an aggregate amount equal to the sum of (A) the Purchase Price, minus (B) the Holdback Amount, minus (C) the Closing Indebtedness (other than the Continuing Indebtedness), and minus (D) the Company Transaction Expenses.

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2.3.��Purchase Price Holdback.

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(a)��The Purchaser shall holdback $2,750,000 of the Purchase Price (the Holdback Amount) to provide a source for payment of amounts that become due and payable from the Sellers to the Purchaser Indemnified Parties pursuant to Article 9 hereof.

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(b)��Subject to the provisions of Article 9, any payments required to be made by the Sellers to any of the Purchaser Indemnified Parties pursuant to this Article 9 of this Agreement shall first be satisfied from the Holdback Amount.��Notwithstanding the foregoing, the Purchaser Indemnified Parties may only recover for indemnifiable Losses described in Section 9.2(b) against the Holdback Amount up to an amount equal to such breaching Sellers Pro-Rata Share of the Holdback Amount remaining at the time such claim is finally resolved.

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(c)��On the first anniversary of the Closing Date, the Purchaser shall pay to the Seller Representative (on behalf of the Sellers) in immediately available funds an amount equal to the Holdback Amount, minus (i) the amount of any indemnification claims made by Purchaser under Article 9 which have been finally determined to be due and owing by the Sellers, and minus (ii) the amount, if any, of any pending indemnification claims made by Purchaser under Article 9 which have not been finally resolved in accordance with Article 9 hereof (each an Open Claim).

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(d)��At any time after the first anniversary of the Closing Date, if any then-remaining Open Claims are withdrawn or resolved by the parties pursuant to Article 9, then the Purchaser shall pay to the Seller Representative (on behalf of the Sellers) in immediately available funds, the then-remaining balance of the Holdback Amount (in excess of the amount of any remaining Open Claims).

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2.4.��Allocation of the Purchase Price.

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(a)��The parties acknowledge and agree that the purchase of the Membership Interests will be treated as the sale of partnership interests within the meaning of Section 741 of the Code by the Sellers and a purchase of assets by the Purchaser.��After a thorough analysis of the transaction and arms length negotiations between the parties, the parties agree that the Purchase Price shall be allocated among the Membership Interests of the Companies as set forth on Exhibit B, and, with respect to the Purchase Price allocated to the Membership Interests of A&S, shall be allocated among the assets of A&S as follows:

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(i)��An amount equal to the Accounts Receivable (net of any allowance for doubtful accounts) as of the Closing Date shall be allocated to such Accounts Receivable, in accordance with the net amount of each such item reflected in the Companies books and records as of the Closing Date in accordance with GAAP;

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(ii)��An amount equal to the inventory as of the Closing Date shall be allocated to inventory, in accordance with the amount of each such item reflected in the Companies books and records as of the Closing Date in accordance with GAAP;

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(iii)��An amount equal to all prepaid items as of the Closing Date shall be allocated to such prepaid items, in accordance with the amount of each such item reflected in the Companies books and records as of the Closing Date in accordance with GAAP;

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(iv)��An amount equal to the fair market value of the machinery and equipment (including all tractors and trailers), as mutually agreed to in good faith by the Seller Representative and the Purchaser within thirty (30) days after the Closing Date, shall be allocated to the machinery and equipment;

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(v)��An amount equal to the fair market value of all intangibles not included in Section 197 of the Code, as mutually agreed to in good faith by the Seller Representative and the Purchaser within thirty (30) days after the Closing Date, shall be allocated to such intangibles; and

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(vi)��The balance of the Purchase Price shall be allocated to Section 197 intangibles (within the meaning of the Code), including goodwill.

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(b)��On or prior to the thirtieth (30th) day following the Closing Date, the Purchaser shall deliver to the Seller Representative the Purchasers good faith determination of the dollar amounts to be allocated to the items set forth in Section 2.4(a).��The Seller Representative shall have thirty (30) days to object to the Purchasers determinations. The

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Purchaser shall afford the Seller Representative and its accountants full access to the books and records of the Purchaser as they pertain to the allocations during such thirty (30) day period. Thereafter, the Purchaser and the Seller Representative shall have an additional thirty (30) days to mutually agree on the respective allocations. If the Purchaser and the Seller Representative do not agree on the respective allocations within such period, then the disputed items shall be presented to a national or regional firm of certified independent public accountants mutually acceptable to the Purchaser and the Seller Representative that is not the regular accounting firm of the Purchaser, the Companies or the Sellers (the Accountant).��The Accountant shall act as an arbitrator to determine only those items with respect to the purchase price allocation which are still in dispute.��The Accountants determination shall be final and binding against the parties and enforceable in any court of competent jurisdiction.��The fees and expenses of the Accountant shall be allocated to and be paid 50% by the Purchaser, on one hand, and 50% by the Seller Representative (on behalf of the Sellers), on the other hand.

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(c)��The Purchaser and the Seller Representative will cooperate in the timely preparation of Purchasers IRS Form 8594 in accordance with Sections 2.4(a) and (b) with respect to the purchase and sale hereunder.��The Purchaser and the Seller Representative shall promptly give each other notice, in accordance with Section 10.3, of any changes to the foregoing information prior to the due date or filing of any Form 8594.

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(d)��The parties shall be bound by the allocation of the Purchase Price as finally determined as set forth in this Section 2.4, and shall apply such allocation for all purposes, including determining any Taxes, shall prepare and file all Tax Returns, including, for the Purchaser, Form 8594, in a manner consistent with such allocations, and shall not take any position inconsistent with such allocation in any Tax Return, proceeding before any Governmental Entity or otherwise.��In the event that any allocation hereunder is questioned, audited or disputed by any Governmental Entity, the party receiving notice thereof shall promptly notify and consult with the other parties concerning the strategy for the resolution thereof, and shall keep the other parties apprised of the status of such question, the Tax proceeding and the resolution thereof.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANIES

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Each of the Companies represents and warrants to the Purchaser that each of the representations and warranties in this Article 3 is true and correct as of the Closing Date:

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3.1.��Authority.��The execution, delivery and performance by each Company of this Agreement and the Transaction Documents to which such Company is a party have been duly authorized by all necessary limited liability company action of each Company, and each Company has all requisite limited liability company power and authority to enter into this Agreement and the Transaction Documents to which such Company is a party and to carry out the transactions contemplated herein and therein.��This Agreement has been, and the Transaction Documents to which each Company is a party, when executed and delivered in accordance with the terms hereof, will be, validly executed and delivered by each Company (to the extent such Company is a party thereto)��and will constitute the legal, valid and binding obligation of each Company (to the extent such Company is a party thereto), enforceable against each Company (to the extent such Company is a party thereto) in accordance with their terms, except as may be

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limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors rights generally, or (b) legal and equitable limitations on the availability of specific remedies.

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3.2.��Organization.�A&S is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.��HVEC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.��ASREH is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Pennsylvania.��ASKL is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.��The Companies and the Subsidiary are duly qualified to do business and are in good standing in each jurisdiction where the conduct of their business or ownership of their properties requires such qualification, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.��The Companies and the Subsidiary have all requisite limited liability company power and authority to own, lease and operate their respective properties and carry on their business as presently conducted.

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3.3.��Capitalization.

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(a)��The outstanding membership interests of each of the Companies and the Subsidiary are as set forth on Schedule 3.3, which shows the percentage interest of the Membership Interests held by each Seller.��Except as set forth on Schedule 3.3, there are no outstanding (i) options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, rights of first refusal, preemptive rights, or other Contracts that require any Company or the Subsidiary to issue, deliver, sell, or otherwise cause to become outstanding any of their respective equity interests or securities convertible into or exchangeable for any of their respective equity interests or (ii) equity appreciation, phantom equity, profit participation or similar rights with respect to the membership interests of, or other equity interest in, any Company and the Subsidiary.��Neither any Company nor the Subsidiary has any authorized or outstanding Indebtedness pursuant to which the holders thereof have the right to vote (or which is convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the holders of membership interests of any of the Companies or the Subsidiary on any matter.

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(b)��Other than the membership interests in ASKL held by A&S, none of the Companies owns any securities or other equity interests in any Person.

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3.4.��No Conflicts; Consents and Approvals.��Assuming (i) the payment of the Closing Indebtedness (other than the Continuing Indebtedness) in accordance with Section 2.2(b)(i), (ii) the Purchasers compliance with its other obligations under this Agreement, and (iii) the receipt of the consents, approvals and waivers listed on Schedule 3.4 (the Required Consents), the execution and delivery by each Company of this Agreement and the Transaction Documents to which such Company is a party do not, and the consummation of the transactions contemplated hereby and thereby and the performance by such Company of its obligations hereunder and thereunder, will not: (a) violate or conflict with, or result in a breach of, any term, condition or provision of, or constitute (with the giving of notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or require any payment or result in

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the acceleration of any payments required thereunder), under (i) the certificate of formation or operating agreement (or other organizational agreement) of any Company or the Subsidiary, (ii) any Material Contract to which any Company or the Subsidiary is a party or by which any Company or the Subsidiary, or the properties or assets owned or used by the Companies or the Subsidiary, are bound, or (iii) any Law applicable to the Companies or the Subsidiary; or (b) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets owned or used by the Companies.��Other than the Required Consents, to the Knowledge of the Companies, no authorization, consent, permit or approval of, or filing with, any Governmental Authority or any other Person is required to be obtained or made by any Company or the Subsidiary in connection with the execution and delivery of this Agreement by each Company or the execution and delivery of any of the Transaction Documents to which such Company is a party.

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3.5.��Real Property.

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(a)��Neither A&S, HVEC nor ASKL owns any real property.��Schedule 3.5(a) contains a true and complete list of all real property owned by ASREH (the Owned Real Property).��ASREH has good and marketable title in fee simple to all the Owned Real Property, free and clear of all Liens except for Permitted Liens.

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(b)��Schedule 3.5(b) sets forth a true and complete list of all real property leased by any of the Companies or the Subsidiary (the Leased Real Property).��True and correct copies of all leases, and all amendments to such leases, have been delivered to the Purchaser.��A&S has a valid leasehold interest in all of the Leased Real Property, free and clear of all Liens except for Permitted Liens.��All leases listed on Schedule 3.5(b) are in full force and effect, and no material breach thereof by any of the Companies or the Subsidiary has occurred and is continuing.

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(c)��No Owned Real Property is currently subject to condemnation proceedings, and, to the Knowledge of the Companies, no condemnation or taking is threatened or contemplated with respect to the Real Property.��To the Knowledge of the Companies, there are no facts or circumstances that would adversely affect the possession, use or occupancy of any of the Real Property by the Purchaser after Closing.��The Companies and the Subsidiary have all easements, rights, licenses, permits and approvals necessary to continue operation of the Business at the Real Property.

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(d)��All of the buildings, structures and appurtenances situated on the Real Property are in good operating condition and in a state of good maintenance and repair (ordinary wear and tear excepted), and are adequate and suitable for the purposes for which they are presently being used, and the Companies and the Subsidiary, as applicable, have adequate rights of ingress and egress for operation of the Business at the Real Property in the Ordinary Course of Business.

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3.6.��Assets.��The Companies and the Subsidiary own or lease under valid leases all tangible assets necessary for the conduct of the Business as presently conducted.��The Companies and the Subsidiary have good and valid title to, or a valid leasehold interest in, all of the material tangible assets of the Companies and the Subsidiary, free and clear of all Liens

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except Permitted Liens.��Schedule 3.6 sets forth a true and complete list of all tractors, trailers and other rolling stock owned or leased by any of the Companies as of the Closing Date.��The rolling stock of the Companies and the Subsidiary (i) is in good working condition and repair (ordinary wear and tear excepted), except for items which are under repair or out of service in the Ordinary Course of Business, and (ii) meets the Department of Transportation (DOT) vehicle inspection requirements in all material respects.

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3.7.��Intellectual Property.

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(a)��Set forth on Schedule 3.7(a) is a list of all (i) patented or registered Intellectual Property owned by the Companies or the Subsidiary, (ii) pending patent applications or other applications for registration of Intellectual Property by the Companies or the Subsidiary, and (iii) Internet domain names registered to the Companies or the Subsidiary (collectively, the Company Intellectual Property).

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(b)��Set forth on Schedule 3.7(b) is a list of all (i) written licenses (other than licenses for Computer Software) to which any Company or the Subsidiary is a party as a licensee, and any other Contracts under which any Company or the Subsidiary receives any rights to Intellectual Property from a third Person, and (ii) licenses for Computer Software to which any Company or the Subsidiary is a party (excluding Desktop Software) with license or user fees in excess of $100,000 on an annual basis (collectively, the Licensed Intellectual Property).

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(c)��Except as set forth on Schedule 3.7(c), (i) the Companies and the Subsidiary own and possess all right, title and interest in and to the Company Intellectual Property, and have a valid right to license or use the Licensed Intellectual Property, in the operation of the Business as currently conducted, (ii) the Company Intellectual Property is valid, subsisting, and in full force or effect, and has not been cancelled, expired or abandoned other than in the reasonable business judgment of such Company or the Subsidiary, and (iii) each Company and the Subsidiary has, in its reasonable business judgment, filed all documents and paid all taxes, fees, and other financial obligations required to renew and maintain in full force and effect all patents or registrations with respect to such Company Intellectual Property.

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(d)��Except as set forth on Schedule 3.7(d):

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(i)��Neither any Company nor the Subsidiary has received any written notice alleging infringement related to the conduct of the Business as presently conducted or alleging the misappropriation of any Intellectual Property of any third Person, and, to the Knowledge of the Companies,�(A)�neither any Company nor the Subsidiary has infringed or misappropriated any Intellectual Property of any third Person; and (B)�the conduct of the Business as presently conducted does not infringe upon any Intellectual Property owned or controlled by any third Person;

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(ii)��to the Knowledge of the Companies: (A)�no third Person has infringed or misappropriated any of the owned Company Intellectual Property;��

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and (B)�no such claims have been brought or threatened against any third Person by any Company or the Subsidiary; and

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(iii)��(A)�each Company and the Subsidiary owns, or has sufficient license to use, all Computer Software currently being used by such Company or the Subsidiary; and (B) each Company and the Subsidiary is in compliance in all material respects with all provisions of any Contract pursuant to which such Company or the Subsidiary has the right to use any Computer Software, including Desktop Software.

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3.8.��Financial Statements.

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(a)��Attached hereto as Schedule 3.8(a) are the Companies audited combined balance sheets and statements of income, stockholders equity and cash flow for the fiscal years ended December 31, 2012 and December 31, 2013 (the Audited Financial Statements).

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(b)��Attached hereto as Schedule 3.8(b) are the Companies unaudited combined balance sheet as of September 30, 2014 (the Balance Sheet Date) and the related statements of income, stockholders equity and cash flow for the nine (9) month period ended on the Balance Sheet Date (the Interim Financial Statements, and together with the Audited Financial Statements, the Financial Statements).

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(c)��The Financial Statements have been prepared based on the Companies books of account and related records, and fairly present, in all material respects, the combined financial condition of the Companies as of the referenced dates and the combined results of operations of the Companies for the periods presented, all in accordance with GAAP; provided, however, the Interim Financial Statements are subject to normal year end audit adjustments (which will not, individually or in the aggregate, be material) and lack footnotes and other presentation items.��As of the Closing Date, the Companies do not have any liability, claim, obligation or Indebtedness that in each instance is of a type required to be reflected as a liability on a balance sheet prepared in accordance with GAAP, except for any such liabilities, claims, obligations or Indebtedness that (i) are reserved against or reflected in the Financial Statements, or (ii) have been incurred in the Ordinary Course of Business since the Balance Sheet Date.

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(d)��All Accounts Receivable of the Companies reflected in the Financial Statements are valid receivables, except to the extent of any reserve reflected in the Financial Statements.

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3.9.��Absence of Changes.��Since the Balance Sheet Date, except as set forth on Schedule 3.9, none of the following have occurred:

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(a)��Neither any Company nor the Subsidiary has experienced any damage, destruction, or loss to any of its assets or property involving in excess of $100,000 per occurrence (which is not covered by insurance);

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(b)��Neither any Company nor the Subsidiary has incurred, assumed, modified, created or guaranteed (as applicable) (i) any Indebtedness in excess of $100,000 (excluding trade payables and accounts payable, and borrowings under the revolving credit facility of the

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Companies and the Subsidiary), or (ii) any Lien upon any of their respective assets other than a Permitted Lien;

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(c)��Neither any Company nor the Subsidiary has sold, leased, transferred, or assigned any of its respective assets, tangible or intangible, with a book value in excess of $100,000 other than in the Ordinary Course of Business;

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(d)��Neither any Company nor the Subsidiary has made any material capital investment in, any loan to, or any acquisition (by merger, consolidation, acquisition of securities or assets, or by any other manner, in a single transaction or a series of related transactions) of, any other Person or business or division thereof (other than credit terms extended in the Ordinary Course of Business);

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(e)��Neither any Company nor the Subsidiary has granted any license or sublicense of any rights under or with respect to, any Company Intellectual Property;

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(f)��Neither any Company nor the Subsidiary has entered into any employment, severance, change of control, or consulting Contract (other than at-will employment arrangements in the Ordinary Course of Business) or modified in any material respect the terms of any existing employment or consulting Contract or agreement outside the Ordinary Course of Business;

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(g)��Neither any Company nor the Subsidiary has amended or restated its respective organizational documents;

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(h)��Neither any Company nor the Subsidiary has entered into, materially amended or become subject to, any joint venture, partnership, joint development or similar agreement or arrangement;

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(i)��Neither any Company nor the Subsidiary has made any material change in the accounting, auditing or Tax reporting methods, principles, policies or practices used by the Companies and the Subsidiary, other than such changes required by GAAP or by applicable Law;

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(j)��Neither any Company nor the Subsidiary has paid, discharged, settled or satisfied any Actions, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) for an amount greater than $100,000 individually, other than accounts payable and similar items in the Ordinary Course of Business;

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(k)��Neither any Company nor the Subsidiary has announced, implemented or effected any reduction in force, lay-off, early retirement program, severance program or other program or effort concerning the termination of employment of employees of the Companies and the Subsidiary (other than employment terminations in the Ordinary Course of Business);

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(l)��Except as set forth on Schedule 3.19, neither any Company nor the Subsidiary has entered into any transaction with an Affiliate that would be required to be disclosed under Section 3.19; and

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(m)��Neither any Company nor the Subsidiary has committed to take any of the foregoing actions.

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3.10.��Taxes.

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(a)��Except as set forth on Schedule 3.10(a), (i) the Companies and the Subsidiary have timely filed all Tax Returns except where the failure to so file would not reasonably be expected to have a Material Adverse Effect, (ii) all such Tax Returns are correct and complete, in all material respects, and prepared in accordance with applicable Laws, for all years and periods (and portions thereof) and for all jurisdictions (whether federal, state, local or foreign) in which any such Tax Returns were due, (iii) the Companies and the Subsidiary have paid all Taxes due and payable in respect of such Tax Returns and (iv) there are no unpaid assessments for additional Taxes for any period.��Correct and complete copies of all federal, state and foreign tax returns filed by any Company or the Subsidiary during the three (3) year period preceding the date of this Agreement have been provided to the Purchaser.��There are no Liens for Taxes upon the assets of any Company or the Subsidiary, other than Permitted Liens.

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(b)��Neither any Company nor the Subsidiary has been a member of any consolidated, combined or unitary group for federal, state, local or foreign Tax purposes.

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(c)��Each of the Companies and the Subsidiary have (i) withheld all required amounts of Taxes from its employees and remitted such amounts to the proper agencies; (ii) paid all required employer contributions and premiums for social security and unemployment tax purposes; and (iii) filed all required federal, state, local and foreign returns and reports with respect to employee income Tax withholding, social security unemployment Taxes and premiums, all in compliance with the withholding Tax provisions of the Code as in effect for the applicable year and other applicable federal, state, local or foreign laws.

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(d)��Neither any Company nor the Subsidiary has executed or filed with any taxing authority (whether federal, state, local or foreign) any agreement or other document extending or having the effect of extending the period for assessment, reassessment or collection of any Taxes, and no power of attorney granted by any Company or the Subsidiary with respect to any Taxes is currently in force.

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(e)��No federal, state, local or foreign Tax audits or other administrative proceedings, discussions or court proceedings are currently in progress or pending with regard to any Taxes or Tax Returns of any Company or the Subsidiary.

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(f)��Neither any Company nor the Subsidiary has entered into any agreement with any governmental agency relating to Taxes which affects any taxable year ending after the Closing Date.

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(g)��Neither any Company nor the Subsidiary is a party to any Tax sharing agreement or similar arrangement for the sharing of Tax liabilities or benefits.

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(h)��Since the date of their respective formations, each of the Companies has been properly classified as a partnership within the meaning of Code Section 7701(a)(2) for all

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relevant income Tax purposes, and neither any Company nor the Subsidiary has filed an election to be taxed as a corporation for United States federal income tax purposes.

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3.11.��Litigation.��Except as set forth on Schedule 3.11, there is no demand, claim, suit, audit, investigation, notice of violation or non-compliance, action, arbitration or legal, administrative or other proceeding (including appeals) (each, an Action) pending, or, to the Knowledge of the Companies, threatened, against any Company or the Subsidiary involving any of their respective businesses, properties or assets.��Except as set forth on Schedule 3.11, neither any Company nor the Subsidiary is subject to any Order.��

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3.12.��Employee Benefits and Related Matters.

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(a)��Schedule�3.12(a) sets forth a correct and complete list of each Benefit Plan.��Neither any Company nor the Subsidiary has any plan or commitment, whether legally binding or not, to create any additional Benefit Plan or modify or change any existing Benefit Plan that would materially affect any current or former employee, consultant or director of any Company or the Subsidiary.

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(b)��With respect to each Benefit Plan: (i) each Benefit Plan has been administered in compliance in all material respects with its terms including, but not limited to, any provisions relating to contributions thereunder, and is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other federal, state and other applicable Laws as they relate to such Benefit Plans (including, without limitation, provisions relating to filing, termination, reporting, disclosure and continuation coverage obligations pursuant to COBRA); (ii) there are no proceedings, suits or claims (other than routine claims for benefits) pending, or to the Knowledge of the Companies, threatened, with respect to any Benefit Plan, the assets of any trust thereunder, or the Benefit Plan sponsor or the Benefit Plan administrator with respect to the design or operation of any Benefit Plan; (iii) there is no pending or, to the Knowledge of the Companies, threatened, proceeding, investigation or inquiry involving any Benefit Plan before the IRS or any other Governmental Authority; and (iv) each Benefit Plan which is intended to be qualified within the meaning of Section�401(a) of the Code has received from the IRS a favorable determination letter stating that the Benefit Plan is so qualified.

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(c)��All contributions and premiums which any Company or the Subsidiary is required to pay under the terms of each of the Benefit Plans or the Code, have, to the extent due, been paid in full or properly recorded on the Financial Statements or records of such Company or the Subsidiary, and none of the Benefit Plans or any trust established thereunder has incurred any accumulated funding deficiency (as defined in Section�302 of ERISA and Section�412 of the Code), whether or not waived, as of the last day of the most recent fiscal year ended prior to the date of this Agreement.��No Lien has been imposed under Section�412(n) of the Code or Section�302(f) of ERISA on the assets of any Company or the Subsidiary.

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(d)��The Companies and the Subsidiary do not currently maintain or sponsor and have not maintained or sponsored a pension plan (within the meaning of Section�3(2) of ERISA), which is subject to Title IV of ERISA or Section�412 of the Code.��The Companies and the Subsidiary do not have any current obligation to contribute, and have not had an obligation to

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contribute to, any multiemployer plan (within the meaning of Section�3(37) of ERISA) or any multiple employer plan (within the meaning of Section�413(c) of the Code).

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(e)��No Benefit Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of any Company or the Subsidiary for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by COBRA or other applicable Law, (ii) death or retirement benefits under any Benefit Plan, or (iii) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary).

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(f)��Except as set forth in Schedule 3.12(f), the consummation of the transactions contemplated hereby will not (i) entitle any current or former employee, director, consultant or officer of any Company or the Subsidiary to severance pay, unemployment compensation or any other payment except as expressly provided for in this Agreement or as required by applicable Law; or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee, director, consultant or officer.

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(g)��To the Knowledge of the Companies, there have been no prohibited transactions (as described in Section�406 of ERISA or Section�4975 of the Code) with respect to any of the Benefit Plans.

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3.13.��Material Contracts.��Set forth on Schedule 3.13 is a list of the Material Contracts.��Correct and complete copies of each Material Contract, including amendments thereto, have been made available to the Purchaser.��Neither any Company nor the Subsidiary has received any written claim of breach of any Material Contract that would reasonably be expected to constitute a material default thereunder by either any Company or the Subsidiary.��Each of the Material Contracts is in full force and effect and is a valid and binding obligation of and is enforceable by such Company or the Subsidiary that is a party to such Material Contract in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors rights generally, or (b) legal and equitable limitations on the availability of specific remedies.��To the Knowledge of the Companies, no counter-party to any Material Contract is in material default under the terms of such Material Contract.

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3.14.��Brokers and Finders; Company Transaction Expenses.��Except for BB&T Capital Markets, the fees and expenses of which shall be included in the Company Transaction Expenses and paid at Closing by the Purchaser on behalf of the Companies as provided in Section 2.2, no broker or investment banker acting on behalf or under the authority of the Companies or the Sellers is or will be entitled to any brokers or finders fee or any other commission or similar fee from the Companies in connection with any of the transactions contemplated herein.

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3.15.��Insurance.��Set forth on Schedule 3.15 (a) is a list of all insurance policies, bonds, and insurance risk arrangements currently maintained by any Company or the Subsidiary.��All such policies are in full force and effect and neither any Company nor the Subsidiary is in material default, whether as to the payment of premium or otherwise, under the terms of such policies.��Except as set forth on Schedule 3.15 (b), there are no claims involving more than

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$100,000 in any individual circumstance pending under any of such insurance policies and no such claim has been made under any of such insurance policies in the last two (2) years.��There are no pending material claims under any such policy as to which the respective insurers have denied coverage.

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3.16.��Employees.

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(a)��Except as set forth on Schedule 3.16(a), (i) each Company and the Subsidiary has complied in all material respects with all labor and employment Laws applicable to them, including without limitation those relating to wages, hours, affirmative action, workplace safety or health, immigration, retaliation, whistle blower, discrimination, equal employment opportunity and data privacy, (ii) neither any Company nor the Subsidiary is a party to a collective bargaining agreement having provisions covering any of their employees and neither any Company nor the Subsidiary is currently negotiating such an agreement, (iii) no complaint against any Company or the Subsidiary is currently pending or, to the Knowledge of the Companies, threatened before the National Labor Relations Board or the Equal Employment Opportunity Commission, and (iv) there are no labor strikes, disputes, requests for representation, slowdowns, or stoppages actually pending or, to the Knowledge of the Companies, threatened against any Company or the Subsidiary.

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(b)��There are no pending or, to the Knowledge of the Companies, threatened claims by any employee or former employee of any Company or the Subsidiary with respect to his or her employment, termination of employment or any employee benefits (other than routine claims for benefits).��The Companies and the Subsidiary have not engaged in layoffs or employment terminations sufficient in number to trigger application of the federal Worker Adjustment and Retraining Notification Act (WARN) or any similar foreign, state or local Law (including, but not limited to, any state WARN acts), and none of the employees of any Company or the Subsidiary have suffered an employment loss (as defined in WARN and any similar Law) during the six (6) month period preceding the date of this Agreement.

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(c)��The Companies and the Subsidiary are and have been in compliance in all material respects with all applicable Laws respecting employment and employment practices (including provisions thereof relating to immigration and citizenship, including proper completion and processing of Forms I-9 for all employees), terms and conditions of employment, wages and hours, workplace safety and nondiscrimination in employment, and are not engaged in any unfair labor practice.��No charge is pending or, to the Knowledge of the Companies, threatened, against any Company or the Subsidiary before any Governmental Authority alleging unlawful discrimination in employment practices, unsafe work conditions, or other illegal practices and no charge of or proceeding with regard to any unfair labor practice against any Company or the Subsidiary is pending before the National Labor Relations Board.

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3.17.��Environmental.

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(a)��The Companies have disclosed and made available to the Purchaser (i) all environmental assessments currently in the possession of any Company or the Subsidiary (including Phase I and Phase II reports) and (ii) all material records and correspondence currently in the possession of any Company or the Subsidiary relating to Environmental Matters,

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Environmental Permits or compliance with Environmental Law, in each case with respect to the Real Property.

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(b)��Neither any Company nor the Subsidiary has received (i) written notice of a pending or threatened action against any Company or the Subsidiary under any Environmental Law, (ii) any notice that it is potentially responsible for a federal, provincial, municipal or local cleanup site or corrective action under any Environmental Law, or (iii) any request for information in connection with any inquiries by any Governmental Authority relating to waste disposal sites.

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(c)��To the Knowledge of the Companies, there is no non-compliance with any Environmental Laws by any Company or the Subsidiary that would reasonably be expected to result in any material Action under any Environmental Law.

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(d)��The Companies and the Subsidiary have obtained, and are in compliance in all material respects with, all Environmental Permits required for the operation of the Business.

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(e)��No Hazardous Substances have been or are being generated, manufactured, used, processed, treated, stored, Released, distributed, transported or disposed of by the Companies or the Subsidiary, except in compliance with applicable Environmental Laws.

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3.18.��Compliance with Laws; Permits.

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(a)��Except as set forth on Schedule 3.18, (i) the Companies and the Subsidiary are currently in compliance in all material respects with all applicable Laws, and (ii) each of the Companies and the Subsidiary are in possession of all permits, licenses, registrations and government authorizations (Permits) required under applicable Law for the current operation of the Business as conducted by the Companies and the Subsidiary or as necessary for the lawful ownership of their respective properties and assets, and each of the Companies and the Subsidiary are in compliance in all material respects with the requirements and limitations included in such Permits.

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(b)��Nothing in this Section 3.18 requires any disclosure with respect to any matter specifically covered by any other representation or warranty contained in Sections 31.0�(Taxes), 3.11�(Litigation), 3.12�(Employee Benefits and Related Matters), 3.16 (Employees), and 3.17�(Environmental); it being acknowledged and agreed that all representations and warranties with respect to matters specifically described in such other Sections are excluded from the representations and warranties in this Section 3.18.

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3.19.��Affiliate Transactions.��Set forth on Schedule 3.19 is a description of each arrangement pursuant to which (a) any of the Sellers or any of their Affiliates (other than the Companies and the Subsidiary) provides material services to any Company or the Subsidiary or (b) either any Company or the Subsidiary provides material services to any of the Sellers or any of their Affiliates (other than any Company and the Subsidiary) (such arrangements Affiliate Transactions).

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3.20.��Customers and Suppliers.

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(a)��Schedule 3.20(a) sets forth the ten (10) largest customers (as measured by revenues) of the Companies and the Subsidiary for the fiscal years ended December 31, 2013 and the nine (9) month period ended September 30, 2014 (each, a Material Customer) and sets forth opposite the name of each such Material Customer the approximate dollar value of revenues attributable to such Material Customer for each such period.��There is no currently pending or, to the Knowledge of the Companies, threatened dispute between any Company or the Subsidiary and any Material Customer that would reasonably be expected to materially adversely affect the relationship between any Company or the Subsidiary and any Material Customer.��Since the Balance Sheet Date, no Material Customer has notified any Company or the Subsidiary in writing that such Material Customer intends to materially reduce the amount of business that it does with any Company or the Subsidiary from the levels it has historically conducted with any Company or the Subsidiary or that it intends to terminate its relationship with any Company or the Subsidiary.

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(b)��Schedule 3.20(b) sets forth the ten (10) largest suppliers (as measured by purchases by the Companies and the Subsidiary) of the Companies and the Subsidiary for the fiscal years ended December 31, 2013 and the nine (9) month period ended September 30, 2014 (each, a Material Supplier) and sets forth opposite the name of each such Material Supplier the approximate dollar value of purchases attributable to such Material Supplier for each such period.��There is no currently pending or, to the Knowledge of the Companies, threatened disputes between any Company or the Subsidiary and any Material Supplier that that would reasonably be expected to materially adversely affect the relationship between any Company or the Subsidiary and any Material Supplier.��Since the Balance Sheet Date, no Material Supplier has notified any Company� or the Subsidiary in writing that such Material Supplier intends to cease supplying any Company or the Subsidiary with the products it has historically supplied to any Company or the Subsidiary or that it intends to terminate its relationship with any Company or the Subsidiary.

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3.21.��No Other Representations or Warranties.��Except for the representations and warranties of the Companies expressly set forth in this Article 3 and not in limitation hereof, neither any Company, the Subsidiary or any other Person makes any express or implied representation or warranty on behalf of any Company or the Subsidiary or otherwise, in each case in respect of the Business, the Companies, the Subsidiary or their respective assets, liabilities, prospects or otherwise.

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ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

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Each Seller, severally and not jointly, represents and warrants to the Purchaser that each of the representations and warranties in this Article 4 is true and correct with respect to such Seller as of the Closing Date:

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4.1.��Authority.��If an entity, such Seller is validly existing and in good standing under the laws of its jurisdiction of organization, and has all requisite entity authority to enter into this Agreement and the Transaction Documents to which such Seller is a party and to carry out the

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transactions contemplated herein and therein.��The execution, delivery and performance by such Seller of this Agreement and the Transaction Documents to which such Seller is a party, and the consummation by such Seller of the transactions contemplated hereby (including the sale, assignment and delivery of the Membership Interests pursuant to this Agreement) and thereby have been duly and validly authorized (by entity action or otherwise) by such Seller.��This Agreement constitutes, and the Transaction Documents to which such Seller is a party, when delivered in accordance with the terms hereof, will constitute, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with their respective terms, except as may be limited by: (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors rights generally, or (b) legal and equitable limitations on the availability of specific remedies.

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4.2.��Ownership.��Such Seller is the beneficial and record holder of, and at the Closing shall transfer to the Purchaser good and valid title to, the Membership Interests shown as held by such Seller on Schedule 3.3, free and clear of all Liens (other than restrictions on transfer arising under the Securities Acts and state securities laws).

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4.3.��No Conflicts; Consents and Approvals.��Other than the Required Consents, the execution and delivery by such Seller of this Agreement and the Transaction Documents to which such Seller is a party, does not, and the consummation of the transactions contemplated hereby and thereby and performance by such Seller of his, her or its obligations hereunder and thereunder, will not: (a) violate or conflict with, or result in a breach of, any term, condition or provision of, or constitute (with the giving of notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, or require any payment or result in any acceleration of payments required thereunder), if applicable, under (i) the organizational documents of such Seller (if such Seller is an entity), (ii) any material Contract to which such Seller is a party or by which any of its� properties is bound, or (iii) any Law applicable to such Seller; or (b) result in the creation of any Lien upon any of such Sellers Membership Interests or give to others any interest or right in any of such Sellers Membership Interests.��Other than the Required Consents, no authorization, consent, or approval of, or filing with, any Governmental Authority or private third Person is required to be obtained or made by such Seller in connection with the execution and delivery of, or performance by such Seller of such Sellers obligations under, this Agreement or the Transaction Documents to which such Seller is a party.

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4.4.��Brokers and Finders.��Except for BB&T Capital Markets, the fees and expenses of which shall be included in the Company Transaction Expenses and paid at Closing by the Purchaser on behalf of the Companies as provided in Section 2.2, no broker or investment banker acting on behalf of such Seller or under the authority of such Seller is or will be entitled to any brokers or finders fee or any other commission or similar fee directly or indirectly from such Seller in connection with any of the transactions contemplated herein.

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4.5.��No Other Representations or Warranties; Disclosure.�Except for the representations and warranties of each Seller expressly set forth in this Article 4, and except for the representations and warranties of the Companies in Article 3 and not in limitation hereof, no Seller nor any other Person makes any other express or implied representation or warranty on behalf of any of the Sellers, the Companies, the Subsidiary or otherwise, in each case in respect

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of the Business, the Companies, the Subsidiary or their respective assets, liabilities, prospects or otherwise.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

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The Purchaser represents and warrants to the Sellers that each of the representations and warranties in this Article 5 is true and correct as of the Closing Date:

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5.1.��Authority of the Purchaser.��The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.��The Purchaser has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents to which it is a party and to carry out its obligations under this Agreement and the Transaction Documents to which it is a party.��The execution, delivery and performance by the Purchaser of this Agreement and the Transaction Documents to which it is a party have been duly authorized by all necessary entity action.��This Agreement has been, and the Transaction Documents to which it is a party, when executed and delivered in accordance with the terms hereof, will be, duly and validly executed and delivered by the Purchaser and constitute or will constitute, as applicable, the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with their terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect that affect creditors rights generally or (b) legal and equitable limitations on the availability of specific remedies.

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5.2.��Consents and Approvals.��The Purchasers execution and delivery of this Agreement and the Transaction Documents to which it is a party, do not, and the consummation�of the transactions contemplated hereby and thereby and the performance by the Purchaser of its obligations hereunder and thereunder will not, violate or conflict with any provision of: (a) the organizational documents of the Purchaser; (b) any material Contract to which the Purchaser is a party or by which any of its properties is bound; or (c) any Law applicable to the Purchaser.��No authorization, consent or approval of, or filing with, any Governmental Authority or other Person is required to be obtained or made by the Purchaser in connection with the execution and delivery of, or performance by the Purchaser of its obligations under, this Agreement or the Transaction Documents to which the Purchaser is a party.

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5.3.��Brokers, etc.��No broker or investment banker acting on behalf of the Purchaser is or will be entitled to any brokers or finders fee or any other commission or similar fee directly or indirectly in connection with any of the transactions contemplated hereby.

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5.4.��Securities.��The Purchaser hereby acknowledges that the Membership Interests are not registered under the Securities Acts or registered or qualified for sale under any applicable securities Laws of the United States or any state of the United States or any other country and cannot be resold without registration thereunder or exemption therefrom.��The Purchaser is acquiring the Membership Interests for its own account as principal, for investment purposes and has no present intention to dispose of the Membership Interests, in whole or in part, or of any interest in the Membership Interests to any other Person whether by public distribution

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or otherwise; provided, however, that the disposition of the Purchasers property shall at all times remain within the sole control of the Purchaser.��The Purchaser has sufficient knowledge and experience in financial and business matters to enable it to evaluate the risks of investment in the Membership Interests and has the ability to bear the economic risks of such investment.

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5.5.��Independent Investigation; Acknowledgement.��The Purchaser acknowledges and agrees that it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the Business, assets, condition, operations and prospects of the Companies and the Subsidiary.��In making the decision to enter into this Agreement and to consummate the transactions contemplated hereby, other than reliance on the representations, warranties, covenants and obligations of the Companies and the Sellers set forth in this Agreement, the Purchaser has relied solely on its own independent investigation, analysis and evaluation of the Membership Interests, including the Purchasers own estimate and appraisal of the value of the business, financial condition, assets, operations and prospects of the Companies and the Subsidiary.��The Purchaser (a) acknowledges that, other than as set forth in this Agreement, neither the Companies, any Seller nor any of their respective stockholders, managers, officers, employees, Affiliates, agents or representatives make or have made any representation or warranty, either express or implied, (i) as to the accuracy or completeness of any of the information provided or made available to the Purchaser or its agents or representatives prior to the execution of this Agreement, or (ii) with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Companies and the Subsidiary, and (b) agrees, to the fullest extent permitted by Law, except as expressly provided in this Agreement, that neither the Companies, any Seller, nor any of their respective members, owners, managers, officers, employees, Affiliates, agents or representatives shall have any direct personal liability or responsibility whatsoever to the Purchaser on any basis (including contract, tort, or otherwise) based upon any information provided or made available, or statements made, to the Purchaser prior to the execution of this Agreement.

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5.6.��Orders; Actions.��There are no (a) outstanding or, to the knowledge of the Purchaser, threatened Orders against the Purchaser or any of its Affiliates or any material portion of their respective properties or assets, which have or could have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby or (b) Actions pending or, to the knowledge of the Purchaser, threatened against the Purchaser or any of its Affiliates or any material portion of its properties or assets, which have or could have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated hereby.��The Purchaser does not know of any valid basis for any such Order or Action.

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5.7.��No Other Representations or Warranties.��Except for the representations and warranties of the Purchaser expressly set forth in this Article 5 and not in limitation hereof, neither the Purchaser nor any other Person makes any other express or implied representation or warranty on behalf of the Purchaser.

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ARTICLE 6

COVENANTS

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6.1.��Confidentiality.

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(a)��The terms of the Confidentiality Agreement shall not prevent the Companies, the Subsidiary or the Purchaser from using the Confidential Information governed by the Confidentiality Agreement that relates solely to the Companies or the Subsidiary after the Closing.��As a limitation to the previous sentence the Purchaser acknowledges that any and all��information provided to it or any of its Affiliates or representatives concerning the Sellers or any of their Affiliates (other than with respect to any Company or the Subsidiary) shall remain subject to the terms and conditions of the Confidentiality Agreement.��In furtherance thereof, the Companies and the Subsidiary shall, to the same extent as the Purchaser, be subject to all confidentiality provisions of the Confidentiality Agreement as though they were a party thereto, except to the extent reasonably necessary for the Purchaser to enforce any of its rights under this Agreement.

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(b)��Each Seller acknowledges that he or it may be in possession of Proprietary Information (as defined below) of special value to the Companies and the Subsidiary.��For purposes of this Section 6.1, the term Proprietary Information means all information about the business, operations and affairs of the Companies and the Subsidiary (other than information which is generally available to the public, other than as a result of a breach by such Seller of this Agreement), including the Companies and the Subsidiarys confidential and proprietary information about their business, financial condition, services, technology, know-how, programs and plans, and the names of their customers and vendors, and the nature of their dealings with them as they may exist from time to time, which such Seller, his or its representatives or Affiliates have obtained, or which has been disclosed to such Seller, his representatives or Affiliates as a result of his or its employment or retention by, or past association with, any Companies or the Subsidiary.��Each Seller acknowledges and agrees that the Proprietary Information is proprietary and confidential in nature.��At all times from and after the Closing Date, each Seller shall, and shall cause its representatives to, maintain in confidence, and shall not use for his or its benefit or for the benefit of others, any such Proprietary Information.��Nothing in this Agreement or the Confidentiality Agreement shall prohibit use of Proprietary Information (i) as is required by Law (after the Sellers have advised and consulted with the Purchaser about their intention to make, and the proposed contents of, such disclosure); provided, that the Sellers shall, or shall cause such representative to, provide the Purchaser with prompt written notice of such request so that the Purchaser may seek an appropriate protective order or other appropriate remedy and, if such protective order or remedy is not obtained, the Sellers or such representative may disclose only that portion of the Proprietary Information which such Person is legally required to disclose, and the Sellers shall exercise their commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such Proprietary Information so disclosed, (ii) as is necessary to prepare Tax Returns (including Tax Returns of the Sellers or of any of their Affiliates) or other filings with Governmental Authorities or to defend or object to any reassessment of Taxes, (iii) as is necessary for the Sellers (or their representatives) to prepare and disclose, as may be required, accounting statements, (iv) as is necessary for the Sellers (or their Affiliates) to assert or protect any rights of the Sellers under this Agreement, or (v) for disclosure by Larsen MacColl Partners,

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L.P. or its Affiliates or successors to investors or prospective investors, financing sources, accountants, consultants and others (so long as such disclosure has a valid business purpose).

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(c)��None of the Sellers, the Companies, the Purchaser nor any of their respective Affiliates shall issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without prior consultation with the Purchaser and the Seller Representative, except as may be required by applicable Law.��Notwithstanding the foregoing, the Purchaser and the Seller Representative shall cooperate to prepare a joint press release to be issued on the Closing Date, which press release shall be mutually acceptable to the Purchaser and the Seller Representative.

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6.2.��Records.

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(a)��Notwithstanding anything to the contrary contained in this Agreement, but subject in all respects to the confidentiality provisions in Section 6.1, the Sellers may retain copies of all (i) agreements, documents, books, records and files (collectively, Records) prepared in connection with the transactions contemplated hereby, including bids received from other parties and analyses relating to the Companies and the Subsidiary, (ii) Tax Returns filed prior to the Closing Date and (iii) Tax Returns filed after the Closing Date for periods through the Closing Date.

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(b)��For a period of five (5) years after the Closing Date, the Purchaser shall preserve and retain, or cause the Companies and the Subsidiary to preserve and retain, all Records (including any documents relating to any governmental or non-governmental actions, suits, proceedings or investigations) relating to the conduct of the business and operations of the Companies and the Subsidiary as presently conducted.��If at any time after such five (5) year period the Purchaser intends to dispose of any such Records, the Purchaser may do so if such Records are first offered to the Seller Representative in writing and the Seller Representative does not accept such offer within thirty (30) days of receipt of such offer.

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(c)��Notwithstanding anything to the contrary in this Agreement, at and after the Closing, (i) the Seller Representative shall be the sole and exclusive owner of all files of the representatives and advisers to the Sellers in connection with the transaction contemplated herein (including Miller & Martin and BB&T Capital Markets); (ii) the Purchaser, on its own behalf, and on behalf of the Companies and the Subsidiary, hereby forever waive and relinquish any ownership of or rights in or to such files; and (iii) neither Purchaser nor the Companies nor the Subsidiary shall retain any copies of such records or have any access to them. �Each of the parties to this Agreement further agrees to permit any privilege attaching as a result of Miller & Martins services as counsel to the Companies or the Subsidiary in connection with the transactions contemplated by this Agreement to survive the Closing and to remain in effect; provided that such attorney-client privilege from and after the Closing will be controlled by the Sellers via Seller Representative.

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6.3.��Insurance Policies.��In connection with the Closing, the Sellers may cause the Companies to purchase a run-off directors and officers liability insurance policy and employment practices liability insurance policy for the benefit of the Sellers, the Companies and the Subsidiary and the present and former directors and officers of the Companies and the

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Subsidiary (collectively, the Run-Off Insurance Policies).��To the extent the costs of the Run-Off Insurance Policies are not paid prior to the Closing Date, such costs will be included in the Company Transaction Expenses.��For a period of six (6) years following the Closing Date, with respect to the Companies and the Subsidiary, Purchaser agrees not to and shall cause each of the Companies and the Subsidiary not to, attempt to cancel or interfere with any of the Run-Off Insurance Policies or amend the respective certificates of formation, operating agreements or other organizational documents of any of the Companies and the Subsidiary in any way to reduce or eliminate the level of indemnification provided by the Companies and the Subsidiary to the present and former officers, managers and directors of the Companies and the Subsidiary.��Until the first (1st) anniversary of the Closing Date, the Purchaser shall cause the Companies and the Subsidiary to either (a) maintain the errors and omissions liability insurance policy described on Schedule 3.15(a) along with the excess coverage related to such errors and omissions liability insurance policy described on Schedule 3.15(a) (collectively the Liability Policies) or (b) maintain replacement policies for the Liability Policies where such replacement policies provide for (i) coverage on an individual and an aggregate basis at least equal to the coverage levels under the Liability Policies, (ii) provide for deductibles that are no greater than the deductibles under the Liability Policies, and (iii) provide coverage for the same claims and damages as are covered by the Liability Policies.��This Section 6.3 and the covenants made hereunder shall survive the Closing, and are expressly intended to be for the benefit of, and shall be enforceable by, each of the Sellers and the former or present directors and officers of the Companies and the Subsidiary and their respective heirs and legal representatives.��The indemnification rights provided for herein shall not be deemed exclusive of any other rights to which such person is entitled, whether under law, contract or otherwise.��In the event that any Company or the Subsidiary or any of their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its respective properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the applicable Companies and the Subsidiary shall succeed to the obligations set forth in this Section 6.3.

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6.4.��Excluded Assets.

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(a)��The parties agree and acknowledge that all right, title and interest of the Companies and the Subsidiary in or to (i) all Cash of the Companies and the Subsidiary as of the Closing Date, (ii) and the other assets of the Companies and the Subsidiary listed on Schedule 6.4 (collectively, the Excluded Assets), shall be for the benefit of and the property of the Sellers.��The Companies shall (and the Purchaser shall cause the Companies to) take any and all action reasonably requested by the Seller Representative to properly assign and transfer such rights and interests to the Sellers following the Closing.

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(b)��Within five (5) days after the Closing Date, the Companies shall (i) determine the amount of Cash of the Companies and the Subsidiary as of the Closing Date, and (ii) pay such amount to the Seller Representative (on behalf of the Sellers) in immediately available funds.

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(c)��Within five (5) days following receipt thereof, the Companies shall (and the Purchaser shall cause the Companies to) provide the Seller Representative (i) copies of any

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correspondence, notice or other communication related to any Excluded Asset, (ii) any payments or other recoveries received by the Companies with respect to any Excluded Asset.

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ARTICLE 7

CLOSING; DELIVERABLES

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7.1.��Closing.��The Closing shall take place through an exchange of consideration and documents using wire transfers, overnight courier service, electronic mail and/or facsimile transmission on the date first set forth in the preamble of this Agreement (the Closing Date).��The Closing shall be deemed effective as of 12:01 AM ET on the Closing Date.

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7.2.��Deliveries of the Companies.��At the Closing, the Companies shall deliver to the Purchaser:

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(a)��resignations of the officers and directors of each Company and the Subsidiary, as requested by the Purchaser prior to the Closing;

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(b)��Payoff Letters for the Closing Indebtedness (other than the Continuing Indebtedness);

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(c)��evidence, in form reasonably satisfactory to the Purchaser, that all Required Consents have been obtained;

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(d)��evidence, in form reasonably satisfactory to the Purchaser, of termination of the Terminated Agreements as of the Closing Date;

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(e)��a certificate, in form reasonably satisfactory to the Purchaser, executed by the Secretary of A&S, together with (i) a certified copy of the certificate of formation of A&S, (ii) a certified copy of the operating agreement of A&S, (iii) a certified copy of the resolutions of the Board of Managers of A&S approving this Agreement and the transactions described herein, and (iv) a certification as to the current managers and officers of A&S;

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(f)��a certificate, in form reasonably satisfactory to the Purchaser, executed by the Secretary of HVEC, together with (i) a certified copy of the certificate of formation of HVEC, (ii) a certified copy of the operating agreement of HVEC, (iii) a certified copy of the resolutions of the Board of Managers of HVEC approving this Agreement and the transactions described herein, and (iv) a certification as to the current managers and officers of HVEC;

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(g)��a certificate, in form reasonably satisfactory to the Purchaser, executed by the Secretary of ASREH, together with (i) a certified copy of the certificate of formation of ASREH, (ii) a certified copy of the operating agreement of ASREH, (iii) a certified copy of the resolutions of the Board of Managers of ASREH approving this Agreement and the transactions described herein, and (iv) a certification as to the current managers and officers of ASREH;

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(h)��a certificate, in form reasonably satisfactory to the Purchaser, executed by the Member of ASKL, together with (i) a certified copy of the certificate of organization of ASKL, (ii) a certified copy of the operating agreement of ASKL, and (iii) a certification as to the current managers and officers of ASKL;

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(i)��signed copies of this Agreement and each of the other Transaction Documents to which such Company is a party, duly executed by each Company; and

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(j)��good standing certificates for the Companies and the Subsidiary from the jurisdiction in which such entity is organized or qualified to conduct business as a foreign entity.

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7.3.��Deliveries of the Sellers and the Seller Representative.��At the Closing, the Sellers, or the Seller Representative on behalf of the Sellers, as applicable, shall deliver to the Purchaser:

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(a)��signed copies of each instrument of conveyance and assignment as are necessary to vest in Purchaser all right, title and interest in and to the Membership Interests, in form and substance reasonably satisfactory to Purchaser, duly executed by each Seller;

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(b)��a certificate from each Seller of Non-Foreign Status, in form and substance as prescribed by Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); and

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(c)��signed copies of this Agreement and each of the other Transaction Documents to which such Seller or the Seller Representative is a party, duly executed by such Seller or the Seller Representative, as applicable.

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7.4.��Deliveries of the Purchaser.��At the Closing, the Purchaser shall deliver to the Seller Representative:

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(a)��confirmations of the wire transfers of immediately available funds required by the terms and conditions of Section 2.2(b);

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(b)��signed copies of this Agreement and each of the other Transaction Documents to which the Purchaser is a party, duly executed by Purchaser; and

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(c)��any other items to be delivered by the Purchaser under the terms and provisions of this Agreement.

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7.5.��Further Assurances.��Each party hereto agrees that he, she or it shall, from time to time after the date of this Agreement, execute and deliver such other reasonable requested documents and instruments and take such other actions as may be reasonably requested by any other party to carry out the transactions contemplated by this Agreement.

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ARTICLE 8

TAX MATTERS

8.1.��Tax Matters.

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(a)��Sellers shall prepare (or cause to be prepared) and file (or cause to be filed) on a timely basis (taking into account valid extensions of time to file) all Tax Returns of the Companies and the Subsidiary that are due after the date hereof for taxable periods ending on or before the Closing Date.��Such Tax Returns shall be true, correct and complete in all material respects, shall be prepared on a basis consistent with the similar Tax Returns for the immediately

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preceding taxable period.��The Sellers shall timely pay any Tax due in connection with (i) Tax Returns of the Companies and the Subsidiary which are filed prior to or on Closing, and (ii) any portion of Taxes related to the period prior to Closing that become due after the Closing Date.

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(b)��The Purchaser shall prepare (or cause to be prepared) and file (or cause to be filed) on a timely basis (taking into account valid extensions of time to file) all Tax Returns of the Companies and the Subsidiary for taxable periods ending on and after the Closing Date.��Any such Tax Returns for a period that includes any Pre-Closing Period shall be true, correct and complete in all material respects, shall be prepared on a basis consistent with the similar Tax Returns for the immediately preceding taxable period.

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(c)��Following the Closing, the Seller Representative may amend any Tax Return of the Companies and the Subsidiary for any taxable period ending on or before the Closing.��The Purchaser shall cause the Companies and the Subsidiary to cooperate in connection with the preparation and filing of such amended Tax Returns and any Tax Proceeding in connection therewith. The cost of preparing and filing such amended Tax Returns shall be borne by the Sellers.

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(d)��The Sellers shall be entitled to any refund or credit of Tax received by any Company or the Subsidiary after the Closing Date with respect to a Pre-Closing Period.��The Purchaser shall pay to the Seller Representative in cash, an amount equal to any such refund or credit of Tax within ten (10) Business Days after its receipt by any Company or the Subsidiary.��Any such payment shall be treated as an adjustment to the Purchase Price.

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(e)��Following the Closing, the Purchaser shall not cause or permit any Company or the Subsidiary to file a Tax Return with respect to a taxable period that ended on or prior to the Closing Date (or amend a Tax Return filed pursuant to subsection (b) above after the Closing but including a Pre-Closing Period) without the Seller Representatives prior consent.

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(f)��The Purchaser shall retain (or cause the Companies and the Subsidiary to retain) all books and records with respect to Tax matters for Pre-Closing Periods at least until 180 days after the expiration of the applicable statute of limitations, including any extensions or waivers thereof, and to abide by all record retention agreements entered into by or with respect to any Company or the Subsidiary with any Governmental Entity.

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(g)��The Purchaser shall be liable for all sales, use and other transfer Taxes arising from the transactions contemplated by this Agreement.��The Purchaser shall timely file all Tax Returns relating to such Taxes and timely remit to the appropriate Governmental Entity any such Taxes, and shall give a copy of such Tax Returns to the Seller Representative promptly after filing, together with proof of payment of the Tax, if any, shown thereon to be due.

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(h)��The tax year of the Companies will terminate for federal income tax purposes under Code Section 708(b)(1)(A) on (but not including) the Closing Date. To the extent permitted by applicable Law, the parties shall elect (and shall cause each of the Companies and the Subsidiary to elect) to treat the taxable period that includes but does not end on the Closing Date with respect to any Tax of any Company or the Subsidiary as ending at the end of the Closing Date, and shall take such steps as may be necessary therefor.��If such an election cannot

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be made, for purposes of this Agreement, any Tax for a taxable period that includes but that does not end on the Closing Date shall be allocated between the Pre-Closing Period and the balance of the taxable period based on the closing of the books as of the Closing Date; provided, however, that any real or personal property Tax, fixed dollar franchise Tax and any annual exemption amount shall be allocated based on the relative number of days in the Pre-Closing Period and the balance of the taxable period.

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(i)��Notwithstanding any other provisions to the contrary in this Agreement, Purchaser and Sellers agree that all items of deductions and losses attributable to (i) Company Transaction Expenses, (ii) unamortized financing costs incurred with respect to Closing Indebtedness satisfied at or before the Closing and (iii) any employee bonuses or other compensation accrued or payable at or before the Closing, in each case, shall be taken into account as losses or deductions in a Tax period ending on or prior to the Closing Date, and the Purchaser and Sellers agree to prepare all Tax Returns in a manner consistent with such intent unless otherwise required by applicable Law.

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(j)��Purchaser and Sellers shall cooperate fully, to the extent reasonably requested by the other parties, in connection with (i) the preparation and filing of Tax Returns (including by providing tax work papers, schedules, analysis and any other tax-related documents), and (ii) any audit, litigation or other proceeding with respect to Taxes.��Such cooperation shall include the reasonable efforts of Purchaser and the Sellers to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that is or otherwise would be imposed absent such certificate or document (including with respect to the transactions contemplated hereby).��The reasonable cost of such cooperation, if any, shall be borne by the party requesting the cooperation.

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ARTICLE 9

SURVIVAL AND INDEMNIFICATION

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9.1.��Survival.��The representations and warranties contained in Article 3, Article 4 and Article 5 of this Agreement shall survive the Closing until 5:00 PM ET on the first (1st) anniversary date of the Closing Date; provided, however, the Fundamental Representations shall survive the Closing until 5:00 PM ET on the fifth (5th) anniversary date of the Closing Date.��Notwithstanding the foregoing, (a) the covenants contained in Article 6 of this Agreement shall survive the Closing in accordance with their respective terms, except the covenants contained in Section 6.1 shall survive the Closing until 5:00 PM ET on the second (2nd) anniversary date of the Closing Date, and (b) the covenants contained in Article 8 of this Agreement shall survive the Closing until the thirtieth (30th) day following the expiration of the statute of limitations applicable to income Tax matters.

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9.2.��Indemnification by Sellers.

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(a)��Subject to Section 9.4, from and after the Closing, each Seller agrees, severally and not jointly, based on each Sellers pro-rata share in accordance with the percentages set forth on Schedule 9.2 (Pro-Rata Share), to indemnify and hold harmless the Purchaser, its Affiliates, their successors and assigns, and any of their respective agents,

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employees, representatives, officers and directors (the Purchaser Indemnified Parties), against any Losses arising out of or caused by (i) any breach of any representation or warranty of the Companies in Article 3 of this Agreement, or (ii) any Taxes relating to periods prior to the Closing Date; provided, however, that Sellers shall not have any liability under this Section 9.2(a) unless a written notice of the Purchaser Indemnified Partys claim is delivered to the Seller Representative not later than 5:00 PM ET on the last day of the applicable survival period set forth in Section 9.1.

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(b)��Subject to Section 9.4, from and after the Closing, each Seller agrees, severally and not jointly, based on such Sellers Pro-Rata Share, to indemnify and hold harmless the Purchaser Indemnified Parties, against any Losses arising out of or caused by any of the following:

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(i)��any breach of any representation or warranty made by such Seller regarding himself or itself in Article 4 of this Agreement; provided, however, that such Seller shall not have any liability under this Section 9.2(b)(i) unless a written notice of the Purchaser Indemnified Partys claim is delivered to the Seller Representative not later than 5:00 PM ET on the last day of the applicable survival period set forth in Section 9.1; or

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(ii)��any failure by such Seller to perform any covenant of such Seller set forth in this Agreement; provided, that such Seller shall not have any liability under this Section 9.2(b)(ii) unless a written notice of the Purchaser Indemnified Partys claim is given to the Seller Representative not later than 5:00 PM ET on the last day of the applicable survival period set forth in Section 9.1.

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(c)��The Purchaser Indemnified Parties shall not be entitled to indemnification under this Agreement if, and to the extent that, such Purchaser Indemnified Parties have otherwise been compensated in full for such matter pursuant to, or the Losses were taken into account under, any other provision of this Agreement, so as to avoid duplication or double counting of the same Losses.

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9.3.��Indemnification by the Purchaser.��From and after the Closing, the Purchaser agrees to indemnify and hold harmless the Sellers, their Affiliates, their successors and assigns and any of their respective Affiliates, members, managers, partners, agents, employees, representatives, officers and directors (the Seller Indemnified Parties) against any Losses suffered, incurred or paid, directly or indirectly, by any of the Seller Indemnified Parties to the extent arising out of or caused by any of the following:

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(a)��any breach of any representation or warranty made by the Purchaser in Article 5 of this Agreement; provided, however, that the Purchaser shall have no liability under this Section 9.3(a) unless a notice of any of the Seller Indemnified Parties claim is given to the Purchaser not later than 5:00 PM ET on the last day of the applicable survival period set forth in Section 9.1; and

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(b)��any failure by the Purchaser to perform any covenant of the Purchaser set forth in this Agreement; provided, that the Purchaser shall have no liability under this Section

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9.3(b) unless a written notice of any of the Seller Indemnified Parties claim is delivered not later than 5:00 PM ET on the last day of the applicable survival period set forth in Section 9.1.

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9.4.��Limitations on Liability of Sellers.��Notwithstanding any other provision of this Agreement:

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(a)��The Sellers shall be liable to the Purchaser Indemnified Parties with respect to any claims for indemnification pursuant to Section 9.2(a) only at such time as, and only to the extent that, the aggregate amount of all indemnifiable Losses hereunder exceeds $75,000 (the Deductible), and only if and to the extent that the amount of such indemnifiable Losses, individually or as a series of related claims, is in excess of $10,000.

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(b)��With respect to claims for indemnification pursuant to Sections 9.2(a) or 9.2(b)(i), except for claims for indemnification for breaches by the Companies or a Seller of the Fundamental Representations, the maximum aggregate liability of each Seller to the Purchase Indemnified Parties shall equal such Sellers Pro-Rata Share of $2,750,000 (the General Cap).��With respect to (i) claims for indemnification pursuant to (A) Section 9.2(a) or Section 9.2(b)(i) for breaches by the Companies or a Seller of the Fundamental Representations, as applicable, or (B) Section 9.2(b)(ii), and (ii) any other claims for indemnification other than as described in the first sentence of this Section 9.4(b), the maximum aggregate liability of each Seller to the Purchaser Indemnified Parties shall equal such Sellers Pro-Rata Share of $2,750,000 (the Fundamental Cap).

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(c)��Any payments required to be made by the Sellers to any of the Purchaser Indemnified Parties pursuant to this Article 9 shall first be satisfied from the Holdback Amount.��Notwithstanding the foregoing, the Purchaser Indemnified Parties may only recover for indemnifiable Losses described in Section 9.2(b) against the Holdback Amount up to an amount equal to such breaching Sellers Pro-Rata Share of the Holdback Amount remaining at the time such claim is finally resolved.

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(d)��Following the Closing, the sole and exclusive liability of the Sellers to the Purchaser Indemnified Parties and the sole and exclusive remedy of the Purchaser Indemnified Parties against the Sellers, under or in connection with this Agreement or the transactions contemplated hereby (including for any breach of any representation or warranty, for failure to perform any covenant, for claims of, or causes of action arising from, fraud or for any other reason) shall be the obligations of and rights to indemnification as set forth in this Article 9.��Notwithstanding the foregoing, this Article 9 shall not prevent or restrict the right of any party to obtain injunctive relief following the Closing from a court of competent jurisdiction.

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9.5.��Net Losses; Mitigation.

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(a)��Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Person shall be calculated after giving effect to (i) any insurance proceeds actually received by the Indemnified Person (or any of its Affiliates) with respect to such Losses, (ii) any Tax Benefit realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses, and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other

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third party.��Each Indemnified Person shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries.��If any such insurance proceeds, Tax Benefits or other recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after an Indemnifying Person has made a payment to the Indemnified Person with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Indemnifying Person the net amount (after deducting expenses incurred in pursuing the same) of such proceeds, benefits or recoveries (up to the amount of the Indemnifying Persons payment).

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(b)��For purposes of this Agreement, an Indemnified Person shall be deemed to realize a Tax Benefit with respect to a taxable year if such Indemnified Person or any of its Affiliates actually receives or recognizes any refund or any reduction of, or credit against, its Tax liabilities in or prior to the taxable year in which the indemnification amount is paid.��Without limiting the foregoing, an Indemnified Person will be deemed to realize a Tax Benefit with respect to a taxable year if, and only to the extent that, the Indemnified Person's cumulative liability for Taxes through the end of such taxable year, calculated by excluding any Tax items attributable to Losses for which indemnification payments have been received hereunder from all taxable years following the Closing Date, exceeds the Indemnified Person's actual cumulative liability for Taxes through the end of such taxable year, calculated by taking into account any Tax items attributable to the indemnified Losses for which indemnification payments have been received hereunder (to the extent permitted by relevant Tax Law and treating such Tax items as the last items claimed for any taxable year).

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(c)��The Purchaser, the Companies, the Subsidiary and the Sellers shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate the amount of the Loss associated with an indemnified matter, provided, that costs incurred in connection with such efforts to mitigate shall be considered Losses for purposes of such indemnified matter.

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9.6.��Claims.��As promptly as is reasonably practicable after becoming aware of a claim for indemnification under this Agreement that does not involve a third-party claim, or the commencement of any suit, action or proceeding of the type described in Section 9.7 below, the Indemnified Person shall give notice (a Claim Notice) to the Indemnifying Person of such claim, which notice shall, to the extent such information is reasonably available, specify the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount that the Indemnified Person seeks hereunder from the Indemnifying Person, together with such information, to the extent such information is reasonably available, as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 above have been satisfied or do not apply.��Subject to the applicable survival periods contained in Section 9.1 of this Agreement, failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure.

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9.7.��Notice of Third-Party Claims; Assumption of Defense.��The Indemnified Person shall give a Claim Notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) days after receiving notice thereof, to the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person

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not a party hereto (a Third-Party Claim) in respect of which indemnity may be sought under this Agreement (which the Claim Notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 of this Agreement have been satisfied or do not apply).��Subject to the applicable survival periods contained in Section 9.1 of this Agreement, failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure.��The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third-Party Claim, or (b) within ten (10) days of receipt of the Claim Notice and upon notice to the Indemnified Person, assume the defense of any such Third-Party Claim with counsel of its own choice (which counsel shall be reasonably acceptable to the Indemnified Person) and in the event of such assumption, shall have the exclusive right, subject to clause (a) of Section 9.8 below, to settle or compromise such claim, suit, action or proceeding.��If the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at the Indemnified Persons own expense, separate from the counsel employed by the Indemnifying Person.��Whether or not the Indemnifying Person chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

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9.8.��Settlement or Compromise.��Any settlement or compromise made or caused to be made by the Indemnified Person (unless the Indemnifying Person has the exclusive right to settle or compromise under clause (b) in Section 9.7 above) or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 9.7 above shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld or delayed, and (b) except as otherwise provided herein, the Indemnified Person will not compromise or settle any claim, suit, action or proceeding without the prior written consent of the Indemnifying Person, which consent shall not be unreasonably withheld or delayed.

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9.9.��Claims under Prior Agreements.��If any Purchaser Indemnified Party intends to make a claim against the Sellers for any Losses for which indemnification is provided under this Article 9 of this Agreement, and the facts and circumstances support valid claims against any Person under (i) that certain Asset Purchase Agreement dated May 6, 2009 by and among A&S, A&S Trucking Service, Inc., A&S Distribution, LLC and William D. Schmidt, Sr., (ii) that certain Asset Purchase Agreement dated May 6, 2009 by and among HVEC, A&S Trucking Service, Inc., A&S Distribution, LLC and William D. Schmidt, Sr., (iii) that certain Asset Purchase Agreement dated June 30, 2011 by and among A&S, Den-El Transfer Co., Inc., Dennis Miedusiewski and Donna Miedusiewski, (iv) that certain Asset Purchase Agreement dated June 15, 2012 by and among the Companies, Kinard Trucking, Inc., Workman Equities, L.P., Diane K. Workman, Billie Sue Metzger, individually and as Co-Executor of the Estate of Ronald E. Workman, and Brian S. Workman, individually and as Co-Executor of the as Co-Executor of the Estate of Ronald E. Workman, (v) that certain Asset Purchase Agreement dated October 31,

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2013 by and among the Companies, Serv-U, Inc., 7020 Quad LLC, and Jerome M. Schiavino, (vi) or any other agreement, certificate or instrument related to the transactions contemplated by the above-referenced purchase agreements (any such potential claim, an Acquisition Claim), then the Purchaser and the Companies, as applicable, shall file and pursue such Acquisition Claims in the ordinary course, prior to pursuing any claim against the Sellers.��The dollar amount payable by the Sellers to any Purchaser Indemnified Party in respect of Losses shall be reduced by the amount of any recoveries actually received by such Purchaser Indemnified Party in connection with any Acquisition Claim, which shall be net of any unrecovered out-of-pocket costs of the Purchaser or any Company to obtain such recovery.

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9.10.��Insurance.��Notwithstanding Section 9.5 above, if any Purchaser Indemnified Party intends to make a claim against the Sellers for any Losses for which indemnification is provided under this Article 9, and the facts and circumstances support valid claims against any policy of insurance of the Companies and the Subsidiary, including the Run-Off Insurance Policies, the Purchaser shall use commercially reasonably efforts to pursue and to cause the Companies and the Subsidiary to use commercially reasonable efforts to pursue, any and all insurance claims with respect to such policies of insurance.��Losses shall be reduced by the amount of any recoveries actually received by such Purchaser Indemnified Party in respect of such Losses, which recoveries shall be net of any unreimbursed out-of-pocket costs of the Purchaser or the Companies and the Subsidiary to obtain such recovery.

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9.11.��Purchase Price Adjustments.��Any amounts payable pursuant to Article 8, Section 9.2 or Section 9.3 of this Agreement shall be treated by the Purchaser and the Sellers as an adjustment to the Final Purchase Price.��Any deductions from the Holdback Account by the Purchaser or any other Purchaser Indemnified Party shall be treated as a reduction of the Final Purchase Price under this Agreement, and no Seller shall be treated for tax purposes as having received any of the Holdback Account except and until such amount is actually disbursed to the Seller Representative in accordance with Section 2.3 hereof.

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ARTICLE 10

MISCELLANEOUS

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10.1.��Expenses.��Each party hereto shall bear its own expenses with respect to the transactions contemplated by this Agreement.��For the avoidance of doubt, the Company Transaction Expenses shall be paid by the Purchaser on the Closing Date (all such fees and expenses to be invoiced prior to the Closing Date) on behalf of the Companies and the Sellers.

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10.2.��Amendment.��This Agreement may be amended, modified or supplemented only in writing signed by each of the parties hereto.

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10.3.��Notices.��Any written notice to be given hereunder shall be given in writing and shall be deemed given: (a) when received if given in person, (b) on the date of transmission (upon confirmation of receipt) if sent by electronic mail or facsimile, (c) three days after being deposited in the U.S. mail, certified or registered mail, postage prepaid, and (d) if sent by an nationally recognized overnight delivery service, the second day following the date given to such overnight delivery service (specified for overnight delivery).��All notices shall be addressed as follows (or at such other address for a party as shall be specified by like notice):

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If to any Seller, to the Seller Representative, addressed as follows:

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Seller Representative

c/o LMP Management Group, Inc.

353 West Lancaster Avenue

Suite 300

Wayne, PA 19087

Attention:��Mr. Jeffery R. Larsen

Facsimile:��610.545.0855

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with a copy to:

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Miller & Martin PLLC

1000 Volunteer Building

832 Georgia Avenue

Chattanooga, Tennessee��37402

Attention:��Patrick S. Mitchell, Esq.

Facsimile:��423.321.1596

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If to the Purchaser or to the Companies, addressed as follows:

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Celadon Trucking Services, Inc.

9503 E. 33rd Street

Indianapolis, IN 46235-4207

Attention: Paul Will

Facsimile: (317) 829-6414

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with a copy to:

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Celadon Trucking Services, Inc.

9503 E. 33rd Street

Indianapolis, IN 46235-4207

Attention: Kenneth L. Core

Facsimile: (317) 829-6464

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10.4.��Waivers.��Subject to the limitations contained in this Agreement, the failure of a party to require performance of any provision hereof shall not affect its right at a later time to enforce the same.��No waiver by a party of any term, covenant, representation or warranty contained herein shall be effective unless in writing.��No such waiver in any one instance shall be deemed a further or continuing waiver of any such term, covenant, representation or warranty in any other instance.

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10.5.��Counterparts.��This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same

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instrument.��The parties hereto may deliver executed signature pages to this Agreement by facsimile or electronic mail transmission.��No party to this Agreement may raise (a) the use of a facsimile or electronic mail transmission to deliver a signature or (b) the fact that any signature, agreement or instrument was signed and subsequently transmitted or communicated through the use of a facsimile or electronic mail transmission as a defense to the formation or enforceability of a contract, and each party hereto forever waives any such defense.

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10.6.��Applicable Law; Jurisdiction.��This Agreement shall be governed by and construed and enforced in accordance with the internal laws (both substantive and procedural), and not the laws of conflicts, of the State of Delaware.��All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the State of Delaware.��Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the State of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

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10.7.��Assignment.��This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and permitted assigns.��This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto without the express written consent of the other party hereto, other than by operation of law; provided, that the Purchaser may assign its rights, interests and obligations hereunder (a) to any wholly owned subsidiary or to any Affiliate of which the Purchaser is a direct or indirect wholly owned subsidiary and (b) as collateral for the purpose of securing any financing of the transactions contemplated hereby; provided, further, that if the Purchaser makes any assignment referred to in this Section 10.7, the Purchaser shall remain liable under this Agreement.

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10.8.��No Third-Party Beneficiaries.��Except as set forth in Section 6.3, this Agreement is solely for the benefit of the parties hereto and those Persons (or categories of Persons) specifically described herein, and no provision of this Agreement shall be deemed to confer any remedy, claim or right upon any third party.��Without limiting the generality of the foregoing, the parties expressly confirm their agreement that (a) in addition to the Sellers and the Purchaser, the other Seller Indemnified Parties and the Purchaser Indemnified Parties shall also enjoy the benefits of indemnities made herein which are expressly stated to be in their favor and (b) the Seller Representative shall enjoy the benefits provided for it pursuant to Section 10.14.

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10.9.��Schedules.�Any information disclosed pursuant to any Schedule hereto shall be deemed to be disclosed on all other Schedules for all purposes of this Agreement so long as the relevance of such information is reasonably apparent.��Matters reflected in these Schedules are not necessarily limited to matters required by this Agreement to be disclosed.��Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not

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material or could or could not reasonably be expected to have a Material Adverse Effect, and no party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not material or could or could not reasonably be expected to have a Material Adverse Effect for purposes of this Agreement. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation, warranty or Schedule contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the Ordinary Course of Business for purposes of this Agreement.

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10.10.��Incorporation.��The respective Recitals, Schedules and Exhibits attached hereto and referred to herein are incorporated into and form a part of this Agreement.

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10.11.��Complete Agreement.��This Agreement, the Schedules and Exhibits attached hereto, the Transaction Documents and the Confidentiality Agreement constitute the complete agreement of the parties with respect to the subject matter hereof and supersede all prior discussions, negotiations and understandings.

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10.12.��Disclaimer.��The Purchaser agrees that the Purchaser has not relied upon, and the Sellers shall not have any liability with respect to, any information concerning any Company, the Subsidiary or the Membership Interests not expressly represented and warranted to in this Agreement, including, (a) any information set forth in any Confidential Information Memorandum distributed by BB&T Capital Markets with respect to the Companies and the Subsidiary, (b) any information regarding the Companies and the Subsidiary provided at any management presentation related to the transactions contemplated by this Agreement, (c) any information communicated by or made available through the data room process, or (d) any financial projection or forecast relating to the Companies or the Subsidiary.

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10.13.��Currency.��All references to dollars or $ in this Agreement shall mean United States Dollars.

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10.14.��Appointment and Authorization of the Seller Representative.

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(a)��Each of the Sellers hereby constitutes and appoints the Seller Representative as agent and attorney-in-fact for and on behalf of each Seller, with full powers of substitution (and, if substituted, the Seller Representative will notify the Purchaser in advance of such substitution), to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution and comply with orders of arbitrators, courts, tribunals or other governmental entities and awards of arbitrators, courts, tribunals or other governmental entities with respect to any claims or other matters that may arise under this Agreement or any other Transaction Documents, and to take all actions and execute all such documents necessary or appropriate in the good faith discretion of the Seller Representative for the accomplishment of the transactions contemplated by this Agreement and the Transaction Documents, including, without limitation, the power:

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(i)��to receive and hold the proceeds payable to the Sellers pursuant to this Agreement (including any payments received from the Holdback Amount under Section 2.3);

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(ii)��to execute and deliver the Transaction Documents, and all other agreements, documents and other papers which the Seller Representative deems necessary or appropriate in connection with this Agreement and the Transaction Documents, or any of the transactions contemplated hereby or thereby;

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(iii)��to terminate, amend, waive or interpret any provision of this Agreement or the Transaction Documents;

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(iv)��to act for each Seller with regard to the indemnification matters referred to in this Agreement, including, without limitation, the power to compromise or settle any claim on behalf of such Seller;

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(v)��to do or refrain from doing any further act or deed on behalf of each Seller which the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the other Transaction Documents as fully and completely as such Seller could if personally present; and

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(vi)��to resolve all matters relating to the determination of the Purchase Price and the Final Purchase Price, including without limitation, all matters related to the Holdback Amount and the representation of the Sellers with respect to matters submitted to the Accountant.

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No bond shall be required of the Seller Representative, and the Seller Representative shall receive no compensation for its services.

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(b)��Each Seller hereby appoints the Seller Representative such Sellers agent for service of process for all purposes under this Agreement and the Transaction Documents, and agrees that service of any process, summons, notice or document pursuant to Section 10.3 hereof to the Seller Representative at its address set forth in Section 10.3 shall be effective service of process of any Action, suit or proceeding brought against each Seller.

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(c)��The Purchaser may, for all purposes of this Agreement and the other Transaction Documents, (i) deal exclusively with the Seller Representative on behalf of any and all Sellers with respect to all matters relating to this Agreement and the other Transaction Documents, and (ii) assume and treat every notice, payment or any other action directed to the Seller Representative as if such notice, payment or other action had been directed to each Seller.��The Purchaser shall be entitled to rely on all statements, representations, agreements and decisions of the Seller Representative.

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(d)��Neither the Seller Representative nor any of its agents, employees, managers, directors or members shall be liable to any Seller for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement and the other Transaction Documents except in the case of gross negligence, willful misconduct or fraud.��The Seller

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Representative may consult with legal counsel, independent public accountants or other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts.

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(e)��By executing and delivering this Agreement, each Seller hereby severally, and not jointly, based on such Sellers Pro-Rata Share, agrees to indemnify and hold the Seller Representative harmless from any and all liability, loss, cost, damage or expense (including attorneys fees) reasonably incurred or suffered as a result of the performance of its duties under this Agreement, except such that arises from the gross negligence or willful misconduct or fraud of the Seller Representative.

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(f)��A decision, act, consent or instruction of the Seller Representative shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each Seller.��The Purchaser may rely upon any such decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of the Sellers.��The Purchaser is hereby relieved from any liability to any Person for any acts done by it in accordance with such decision, acts, consent or instruction of the Seller Representative.

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(g)��Notwithstanding the foregoing or anything else in this Agreement, the Seller Representative shall have no authority involving a breach by a Seller of a representation or warranty in Article 4 of this Agreement, as to which such Seller shall have the sole authority to exercise rights or remedies.

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10.15.��Waiver of Conflict.��The parties acknowledge that Miller�& Martin PLLC (Miller & Martin), counsel for the Companies, has in the past performed, is now performing and may continue to perform legal services for the Sellers, the Companies and the Subsidiary, and that, upon the Closing, Miller & Martins representation of the Companies and the Subsidiary shall terminate.��Accordingly, the parties hereto hereby acknowledge that Miller & Martin may continue to represent the Sellers (and, if applicable, other Persons) in any and all matters whether or not related to this Agreement or the transactions contemplated hereby, including any matters that are or may become adverse to the interests of the Companies and the Subsidiary, including claims arising under this Agreement.��Effective upon the Closing, the Purchaser and the Sellers, on their own behalf and on behalf of the Companies, hereby waive any actual or potential conflict of interest that exists or that may exist (including any conflict that exists or may arise by virtue of Miller & Martins possession of any information concerning the Companies or the Subsidiary) as a result of Miller & Martins representation of the Sellers or any other Person in any matter, including any matter that is or may become adverse to the interests of the Companies or the Subsidiary, including any claims arising under this Agreement.

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10.16.��Waiver of Jury Trial.��NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER AGREEMENTS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN THE PARTIES.��NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.��

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THE PROVISIONS OF THIS SECTION 10.16 HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.��NO PARTY HERETO HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS SECTION 10.16 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

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[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Membership Interest Purchase Agreement to be executed and delivered on the date first set forth above.

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COMPANIES:
�	�
A&S SERVICES GROUP, LLC
�	�
�	�
By:	/s/ Kenneth L. Buck, Jr.
�	Kenneth L. Buck, Jr., President
�	�
�	�
HUNT VALLEY EQUIPMENT CO., LLC
�	�
�	�
By:	/s/ Kenneth L. Buck, Jr.
�	Kenneth L. Buck, Jr., President
�	�
�	�
A&S REAL ESTATE HOLDINGS, LLC
�	�
�	�
By:	/s/ Kenneth L. Buck, Jr.
�	Kenneth L. Buck, Jr., President
�	�
�	�
SELLERS:
�	�
LARSEN MACCOLL PARTNERS, L.P.
�	�
By:	LMP GP, LLC, its general partner
�	�
�	�
By:	/s/ Jeffrey R. Larsen
�	Jeffrey R. Larsen, Managing Member
�	�
�	�
By:	/s/ Timothy B. MacColl
�	Timothy B. MacColl, Managing Member
�	�
�	�
/s/ Kenneth L. Buck, Jr.
Kenneth L. Buck, Jr.
�	�
�	�
/s/ Gailyn L. Larsen
Gailyn L. Larsen

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�

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SELLER REPRESENTATIVE:
�	�
LMP MANAGEMENT GROUP, INC.
�	�
By:	LMP GP, LLC, its general partner
�	�
�	�
By:	/s/ Jeffrey R. Larsen
�	Jeffrey R. Larsen, President
�	�
�	�
�	�
PURCHASER:
�	�
CELADON TRUCKING SERVICES, INC.
�	�
�	�
By:	/s/ Paul Will
�	Paul Will, President and CEO

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EXHIBIT A

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THE SELLERS

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Larsen MacColl Partners, L.P.

Kenneth L. Buck, Jr.

Gailyn L. Larsen

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EXHIBIT B

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ALLOCATION OF PURCHASE PRICE

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The allocation of the Purchase Price among the Membership Interests of each Company and the underlying assets of each Company will be determined within 30 days following the Closing Date in accordance with the provisions of Section 2.4 of this Agreement.

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Exhibit 10.1

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Published CUSIP Number 15083YAA1

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AMENDED AND RESTATED

CREDIT AGREEMENT

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Dated as of December 12, 2014

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among

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CELADON GROUP, INC.,

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as Borrower,

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CERTAIN SUBSIDIARIES OF BORROWER,

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as Guarantors,

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BANK OF AMERICA, N.A.,

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as Administrative Agent, Swing Line Lender

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and L/C Issuer,

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and

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The Other Lenders Party Hereto

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__________________________

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BANK OF AMERICA, N.A.,

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as Sole Bookrunner and Sole Lead Arranger

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TABLE OF CONTENTS

�	�	Page
�	�	�
ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS��		1
1.01	Defined Terms��	1
1.02	Other Interpretive Provisions��	23
1.03	Accounting Terms��	24
1.04	Rounding��	24
1.05	Times of Day; Rates��	24
1.06	Letter of Credit Amounts��	25
�	�	�
ARTICLE 2 THE COMMITMENTS AND CREDIT EXTENSIONS��		25
2.01	Committed Loans��	25
2.02	Borrowings, Conversions and Continuations of Committed Loans.��	25
2.03	Letters of Credit��	27
2.04	Swing Line Loans.��	36
2.05	Prepayments��	39
2.06	Termination or Reduction of Commitments��	40
2.07	Repayment of Loans��	40
2.08	Interest��	40
2.09	Commitment Fee��	41
2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate��	42
2.11	Evidence of Debt��	42
2.12	Payments Generally; Administrative Agents Clawback��	43
2.13	Sharing of Payments��	45
2.14	Cash Collateral��	45
2.15	Defaulting Lenders��	46
�	�	�
ARTICLE 3 TAXES, YIELD PROTECTION AND ILLEGALITY��		49
3.01	Taxes��	49
3.02	Illegality��	54
3.03	Inability to Determine Rates��	54
3.04	Increased Costs��	55
3.05	Compensation for Losses��	57
3.06	Mitigation Obligations��	57
3.07	Survival��	58
�	�	�
ARTICLE 4 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS��		58
4.01	Conditions of Initial Credit Extension��	58
4.02	Conditions to all Credit Extensions��	60

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4.03	Post-Closing Covenant��	60
�	�	�
ARTICLE 5 REPRESENTATIONS AND WARRANTIES��		60
5.01	Existence, Qualification and Power��	60
5.02	Authorization; No Contravention��	61
5.03	Governmental Authorization; Other Consents��	61
5.04	Binding Effect��	61
5.05	Financial Statements; No Material Adverse Effect��	61
5.06	Litigation��	62
5.07	No Default��	62
5.08	Ownership of Property; Liens��	62
5.09	Environmental Compliance��	62
5.10	Insurance��	63
5.11	Taxes��	63
5.12	ERISA Compliance��	63
5.13	Subsidiaries��	63
5.14	Margin Regulations; Investment Company Act��	64
5.15	Disclosure��	64
5.16	Compliance with Laws��	64
5.17	Taxpayer Identification Number��	64
5.18	Intellectual Property; Licenses, Etc.��	64
5.19	Rights in Collateral; Priority of Liens��	65
5.20	OFAC��	65
�	�	�
ARTICLE 6 AFFIRMATIVE COVENANTS��		65
6.01	Financial Statements��	65
6.02	Certificates; Other Information��	66
6.03	Notices��	68
6.04	Payment of Obligations��	68
6.05	Preservation of Existence, Etc.��	68
6.06	Maintenance of Properties��	69
6.07	Maintenance of Insurance��	69
6.08	Compliance with Laws��	69
6.09	Books and Records��	70
6.10	Inspection Rights��	70
6.11	Use of Proceeds��	70
6.12	Financial Covenants��	70
6.13	Additional Guarantors��	70
6.14	Collateral Records��	71
6.15	Security Interests��	71
�	�	�
ARTICLE 7 NEGATIVE COVENANTS��		71
7.01	Liens��	71
7.02	Investments��	72

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7.03	Indebtedness��	74
7.04	Fundamental Changes��	74
7.05	Dispositions��	75
7.06	Restricted Payments��	75
7.07	Change in Nature of Business��	76
7.08	Transactions with Affiliates��	76
7.09	Burdensome Agreements��	76
7.10	Use of Proceeds��	76
7.11	Sanctions��	76
�	�	�
ARTICLE 8 EVENTS OF DEFAULT AND REMEDIES��		76
8.01	Events of Default��	76
8.02	Remedies Upon Event of Default��	78
8.03	Application of Funds��	79
�	�	�
ARTICLE 9 ADMINISTRATIVE AGENT��		80
9.01	Appointment and Authorization of Administrative Agent��	80
9.02	Rights as a Lender��	81
9.03	Exculpatory Provisions��	81
9.04	Reliance by Administrative Agent��	82
9.05	Delegation of Duties��	82
9.06	Resignation of Administrative Agent��	82
9.07	Non-Reliance on Administrative Agent and Other Lenders��	84
9.08	No Other Duties, Etc.��	84
9.09	Administrative Agent May File Proofs of Claim��	84
9.10	Guaranty Matters��	86
9.11	Collateral Matters��	86
�	�	�
ARTICLE 10��		88
�	�	�
CONTINUING GUARANTY��		88
10.01	Guaranty��	88
10.02	Rights of Lenders��	88
10.03	Certain Waivers��	88
10.04	Obligations Independent��	89
10.05	Subrogation��	89
10.06	Termination; Reinstatement��	89
10.07	Stay of Acceleration��	89
10.08	Condition of Borrower��	90
10.09	Appointment of Borrower��	90
10.10	Right of Contribution��	90
10.11	Keepwell��	90

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iii

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ARTICLE 11 MISCELLANEOUS��		90
11.01	Amendments, Etc.��	90
11.02	Notices; Effectiveness; Electronic Communications��	92
11.03	No Waiver; Cumulative Remedies: Enforcement��	94
11.04	Expenses; Indemnity; Damage Waiver��	94
11.05	Payments Set Aside��	97
11.06	Successors and Assigns��	97
11.07	Treatment of Certain Information; Confidentiality��	102
11.08	Right of Setoff��	103
11.09	Interest Rate Limitation��	103
11.10	Counterparts; Integration; Effectiveness��	103
11.11	Survival of Representations and Warranties��	104
11.12	Severability��	104
11.13	Replacement of Lenders��	104
11.14	Governing Law; Jurisdiction; Etc.��	105
11.15	Waiver of Jury Trial��	106
11.16	No Advisory or Fiduciary Responsibility��	106
11.17	Electronic Execution of Assignments and Certain Other Documents��	107
11.18	USA PATRIOT Act Notice��	107
11.19	Time of the Essence��	107
11.20	FATCA��	107
�	�	�
ARTICLE 12��		108
�	�	�
AMENDMENT AND RESTATEMENT��		108

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SCHEDULES
�	�
SCHEDULE 2.01	Commitments and Applicable Percentages
SCHEDULE 2.03	Existing Letters of Credit
SCHEDULE 5.06	Litigation
SCHEDULE 5.09	Environmental Matters
SCHEDULE 5.13	Subsidiaries and Other Equity Investments
SCHEDULE 7.03	Existing Indebtedness
SCHEDULE 10.02	Administrative Agents Office, Certain Addresses for Notices
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EXHIBITS
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EXHIBIT A	Committed Loan Notice
EXHIBIT B	Swing Line Loan Notice
EXHIBIT C	Note
EXHIBIT D	Compliance Certificate
EXHIBIT E	Assignment and Assumption
EXHIBIT F	Administrative Questionnaire
EXHIBIT G	Form of U.S. Tax Compliance Certificate
EXHIBIT H	Notice of Loan Prepayment

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AMENDED AND RESTATED CREDIT AGREEMENT

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AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is entered into as of��December 12, 2014,�among CELADON GROUP, INC., a Delaware�corporation (Borrower), the Guarantors (defined herein), each lender from time to time party hereto (collectively, Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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Borrower, certain of the Lenders, and Administrative Agent are parties to that certain Credit Agreement dated as of December 7, 2010, as amended (the "Existing Credit Agreement"), pursuant to which the lenders thereunder have made available to Borrower a revolving credit facility in the amount of $200,000,000.

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Borrower has requested Lenders to provide a revolving credit facility to Borrower in an aggregate principal amount not to exceed $300,000,000 and, in connection therewith, amend and restate the Existing Credit Agreement.��In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree that the Existing Credit Agreement shall be, and it is hereby, amended and restated in its entirety to provide as follows:

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ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

1.01��Defined Terms.

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��As used in this Agreement, the following terms shall have the meanings set forth below:

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Accounts has the meaning ascribed thereto in the Indiana Uniform Commercial Code.

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Administrative Agent means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

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Administrative Agents Office means Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as Administrative Agent may from time to time notify Borrower and Lenders.

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Administrative Questionnaire means an Administrative Questionnaire in substantially the form of Exhibit F or any other form approved by Administrative Agent.

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Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

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Aggregate Commitments means the Commitments of all Lenders.

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Agreement means this Credit Agreement.

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Alternative Currency means Canadian Dollars, Mexican Pesos and such other currencies as may be approved by Administrative Agent and the L/C Issuer in their sole discretion.

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Applicable Percentage means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such

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Lenders Commitment at such time.��If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments.��The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

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Applicable Rate means, from time to time, the following percentages per annum, based upon the Lease Adjusted Total Debt to EBIDTAR Ratio (the Financial Covenant) as set forth in the most recent Compliance Certificate received by Administrative Agent pursuant to Section�6.02(b):

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Applicable Rate
Pricing Level	Financial Covenant	Commitment Fee	LIBOR Floating Rate +	Eurodollar Rate +	Letters of Credit	Base Rate +
1	Less than 3.25 to 1.00	.075%*	.825%	.825%	.825%	-0-
2	Greater than or equal to 3.25 to 1.00 but less than 3.50 to 1.00	.10%*	1.075%	1.075%	1.075%	-0-
3	Greater than or equal to 3.50 to 1.00 but less than 3.75 to 1.00	.125%*	1.20%	1.20%	1.20%	-0-
4	Greater than or equal to 3.75 to 1.00	.15%*	1.45%	1.45%	1.45%	-0-

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At times during which the sum of the Outstanding Amount of Committed Loans plus the Outstanding Amount of Letter of Credit Obligations is equal to or greater than $50,000,000, the Commitment Fee shall be Zero.

Any increase or decrease in the Applicable Rate resulting from a change in the Financial Covenant shall become effective commencing on the 5th Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section,��then, upon the request of the Required Lenders, Pricing Level 3 shall apply commencing on the 5th Business Day following the date such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.��The Applicable Rate in effect from the date hereof until the 5th Business Day following Administrative Agents receipt of a Compliance Certificate for the fiscal quarter ending December 31, 2014 shall be determined based upon Pricing Level 1.

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Notwithstanding anything to the contrary contained in this definition, the determination of Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

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Applicable Time means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

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Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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Asset Coverage Ratio means, with respect to Borrower and U.S. Guarantors that have granted Collateral to the Administrative Agent on a consolidated basis for any period, the ratio of (a) the sum of (i)�the net book value of accounts receivable less than 90 days past due, plus (ii)�70% of the net book value of tractors and trailers constituting part of the Collateral not subject to any Lien (other than Liens in favor of Administrative Agent), to (b) Total Outstandings.

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Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

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Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by Administrative Agent.

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Attributable Indebtedness means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

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Audited Financial Statements means the audited consolidated balance sheet of Borrower and its Subsidiaries for the fiscal year ended June 30, 2014, and the related consolidated statements of income or operations, shareholders equity and cash flows for such fiscal year of Borrower and its Subsidiaries, including the notes thereto.

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Availability Period means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

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Bank of America means Bank of America, N.A. and its successors.

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Banking Services means each and any of the following bank services provided to Borrower or any other Loan Party by any Lender or any of its Affiliates: (a) credit cards for

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commercial customers (including, without limitation, commercial credit cards and purchasing cards), (b) stored value cards and (c) treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

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Banking Services Agreement means any agreement entered into by Borrower or any Loan Party in connection with Banking Services.

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Banking Services Obligations means any and all obligations of Borrower or any Loan Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services.

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Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1%, and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its prime rate.��The prime rate is a rate set by Bank of America based upon various factors including Bank of Americas costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.��Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

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Base Rate Committed Loan means a Committed Loan that is a Base Rate Loan.

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Base Rate Loan means a Loan that bears interest based on the Base Rate.

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Borrower has the meaning specified in the introductory paragraph hereto.

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Borrower Materials has the meaning specified in Section 6.02.

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Borrowing means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

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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 Administrative Agents Office is located and, if such day relates to any Eurodollar Rate Loan or LIBOR Floating Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

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Canadian Dollars Canadian Dollars and CAD means the lawful currency of Canada.

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Cash Collateralize means to pledge and deposit with or deliver to Administrative Agent, for the benefit of one or more of the deposit on a Controlled Account or to L/C Issuer or the Lenders, as collateral for L/C Obligations, or obligations of the Lenders to fund participations in respect of LC Obligations, cash or deposit account balances or, if Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to Administrative Agent and the L/C Issuer. Cash Collateral shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

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Change in Law means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change

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�in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued.

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Change of Control means (a) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934 shall acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated under such Act) of more than 30% of the outstanding securities (on a fully diluted basis and taking into account any securities or contract rights exercisable, exchangeable or convertible into equity securities) of Borrower having voting rights in the election of directors under normal circumstances; (b) a majority of the members of the Board of Directors of Borrower shall cease to be Continuing Members; (c) Borrower shall cease to, directly or indirectly, own and control the percentage currently owned in each class of the outstanding Equity Interests of each Subsidiary (other than Servicios de Transporation Jaguar, SA de CV) as shown on Schedule 5.13; or (d) Borrower or its Subsidiary ceases to own and control at least 51% of each class of the outstanding Equity Interests of Servicios de Transporation Jaguar, SA de CV. For purposes of the foregoing, Continuing Member means a member of the Board of Directors of Borrower who either (i) was a member of Borrowers Board of Directors on the day before the Closing Date and has been such continuously thereafter or (ii) became a member of such Board of Directors after the day before the Closing Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of Borrowers Board of Directors.

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Closing Date means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.

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Code means the Internal Revenue Code of 1986.

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Collateral shall mean any and all assets and rights and interests in or to property of Borrower and Borrowers U.S. Subsidiaries (other than Restricted Subsidiaries), whether real or personal, tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Collateral Documents.

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Collateral Documents means all agreements, instruments and documents now or hereafter executed and delivered in connection with this Agreement pursuant to which Liens are granted or purported to be granted to Administrative Agent in Collateral securing all or part of the Obligations each in form and substance satisfactory to Administrative Agent.

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Commitment means, as to each Lender, its obligation to (a) make Committed Loans to Borrower pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) 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 Lenders name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as

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applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

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Committed Borrowing means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

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Committed Loan has the meaning specified in Section 2.01.

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Committed Loan Notice means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),��shall be substantially in the form of Exhibit A or such other form as may be approved by Administrative Agent��(including any form on an electronic platform or electronic transmission system as shall be approved by Administrative Agent), appropriately completed and signed by a Responsible Officer of Borrower..

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Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. � 1 et seq.).

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Compliance Certificate means a certificate substantially in the form of Exhibit D.

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Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

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Consolidated Net Income means, with respect to Borrower and its Subsidiaries for any period, the net income (or loss) of Borrower and its Subsidiaries for such period, minus (plus) any extraordinary gains (losses) and any gains (losses) from discontinued operations, plus to the extent deducted in determining net income, extraordinary non-cash charges.

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Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.��Controlling and Controlled have meanings correlative thereto.

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Controlled Account means each deposit account and securities account that is subject to an account control agreement in form and substance satisfactory to Administrative Agent and the L/C Issuer.

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Credit Extension means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

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Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

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Default means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

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Default Rate means (a) when used with respect to Obligations other than L/C Fees an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan and a LIBOR Floating Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to L/C Fees, a rate equal to the Applicable Rate plus 2% per annum.

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Defaulting Lender�means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower in writing that such failure is the result of such Lenders determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified Borrower, Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders obligation to fund a Loan hereunder and states that such position is based on such Lenders determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.��Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by Administrative Agent in a written notice of such determination, which shall be delivered by Administrative Agent to Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

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Designated Jurisdiction means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

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Disposition or Dispose means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

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Dollar and $ mean lawful money of the United States.

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Dollar Equivalent means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

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EBIT means, for any period, Consolidated Net Income, plus, to the extent deducted in determining Consolidated Net Income, income taxes and interest expense for such period.

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EBITDAR means, for any period, Consolidated Net Income for such period, plus, to the extent deducted in determining Consolidated Net Income, income taxes, interest expense, depreciation and amortization and Rent Expense for such Period.

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Eligible Assignee means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii), and (v) (subject to such consents, if any, as may be required under Section 11.06(b)(iii)).

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Environmental Laws means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

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Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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

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ERISA means the Employee Retirement Income Security Act of 1974.

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ERISA Affiliate means any trade or business (whether or not incorporated) under common control with Borrower 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 Section 412 of the Code).

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ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower 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 that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower 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 constitutes 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 for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate.

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Eurodollar Base Rate has the meaning specified in the definition of Eurodollar Rate.

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Eurodollar Rate means:

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(a)��for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (LIBOR) or a comparable or successor rate, which rate is approved by Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

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(b)��for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

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provided that to the extent a comparable or successor rate is approved by Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent; and provided further that if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

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Eurodollar Rate Loan means a Committed Loan that bears interest at a rate based on clause (a) of the definition of Eurodollar Rate.

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Eurodollar Reserve Percentage means, for any day during any Interest Period and for any day as to a LIBOR Floating Rate Loan, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve

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System of the United States for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as Eurocurrency liabilities).��The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

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Event of Default has the meaning specified in Section 8.01.

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Excluded Swap Obligation means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act��or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Partys failure for any reason to constitute an eligible contract participant as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and any other keepwell, support or other agreement for the benefit of such Loan Party and any and all guarantees of such Loan Partys Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation.��If a Swap Obligation arises under a master agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

�Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient��or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 11.13)�or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipients failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

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Exempt Foreign Subsidiary means as of any date of determination, a non-U.S. Subsidiary which the Required Lenders have agreed, in writing, prior to such date, to exempt from the requirements of executing and delivering a Guaranty.��As of the Closing Date, Celadon Mexicana, S.A. de C.V. and Servicious de Transportacion Jaguar, S.A. de C.V. are the sole Exempt Foreign Subsidiaries.

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Existing Credit Agreement has the meaning specified in the preamble.

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Existing Letters of Credit means the letters of credit listed on Schedule 2.03.

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FACTA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471 (b) (1) of the Code.

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Federal Funds Rate��means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by Administrative Agent.

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Fixed Charge Coverage Ratio means, with respect to Borrower and its Subsidiaries on a consolidated basis for any consecutive period of four fiscal quarters and on a Pro Forma Basis (if applicable), the ratio of (a) the sum for such period of (i) EBITDAR, minus (ii) dividends and distributions to shareholders declared or paid, to (b) the sum for such period of (i) Interest Expense, plus (ii) cash taxes, plus (iii) scheduled principal payments of Indebtedness, plus (iv) Rent Expense.

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Foreign Lender means any Lender that is organized under the Laws of a jurisdiction other than that in which Borrower is resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer).��For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

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FRB means the Board of Governors of the Federal Reserve System of the United States.

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Fronting Exposure means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lenders Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lenders participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lenders Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lenders participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

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Fund means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

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GAAP means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the

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accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

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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 (including any supra-national bodies such as the European Union or the European Central Bank).

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Guarantee means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien).��The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.��The term Guarantee as a verb has a corresponding meaning.

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Guarantor means, collectively, each Subsidiary of Borrower, except Restricted Subsidiaries.

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Guaranty means, collectively, the Guarantee made by the Guarantors under Article 10 in favor of the Secured Parties, together with each other guaranty delivered pursuant to Section 6.13.

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Guaranteed Obligations has the meaning specified in Section 10.01.

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�Hazardous Materials means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

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(a)��all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

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(b)��all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers acceptances, bank guaranties, surety bonds and similar instruments;

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(c)��net obligations of such Person under any Swap Contract;

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(d)��all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created);

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(e)��indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

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(f)��capital leases and Synthetic Lease Obligations;

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(g)��all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

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(h)��all Guarantees of such Person in respect of any of the foregoing.

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For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.��The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.��The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

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Indemnified Taxes means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

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Indemnitees has the meaning specified in Section 11.04(b).

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Information has the meaning specified in Section 11.07.

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Interest Payment Date means, (a) as to any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing

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Line Loan) and any LIBOR Floating Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date.

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Interest Period means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (in each case, subject to availability), as selected by Borrower in its Committed Loan Notice; provided that:

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(i)��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 immediately preceding Business Day;

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(ii)��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

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

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Investment means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit.��For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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IRS means the United States Internal Revenue Service.

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ISP means, with respect to any Letter of Credit, the International Standby Practices 1998 published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

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Issuer Documents means with respect to any Letter of Credit, the L/C Application, and any other document, agreement and instrument entered into by the L/C Issuer and Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

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Joinder Agreement means a joinder agreement, in the form prescribed by the Administrative Agent, executed and delivered in accordance with the provisions of Section 6.13.

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Laws means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

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L/C Advance means, with respect to each Lender, such Lenders funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

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L/C Application means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

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L/C Borrowing means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

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L/C Credit Extension means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

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L/C Expiration Date means the day that is thirty days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

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L/C Fee has the meaning specified in Section 2.03(i).

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L/C Issuer means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

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L/C Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05.��For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be outstanding in the amount so remaining available to be drawn.

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L/C Sublimit means an amount equal to $15,000,000.��The L/C Sublimit is part of, and not in addition to, the Aggregate Commitments.

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Lease-Adjusted Total Debt means Total Debt plus Operating Lease Obligations.

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Lease-Adjusted Total Debt to EBITDAR Ratio means, as of the last day of any fiscal quarter, the ratio of (a) Lease-Adjusted Total Debt as of such day, to (b) EBITDAR for the consecutive period of four fiscal quarters ending on such day and on a Pro Forma Basis (if applicable).

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Lender has the meaning specified in the introductory paragraph hereto and, as the context requires, includes Swing Line Lender.

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Lending Office means, as to any Lender, the office or offices of such Lender described as such in such Lenders Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Administrative Agent ,�which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

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Letter of Credit means any standby letter of credit issued hereunder�and shall include the Existing Letters of Credit.

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LIBOR has the meaning specified in the definition of Eurodollar Rate.

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LIBOR Base Rate means, for any day the rate per annum equal to the British Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other commercially�available source providing quotations of BBA LIBOR as designated by Administrative Agent from time to time) at approximately 11:00 a.m., London time, on such day, for Dollar deposits (for delivery on such day) with a term of one day. If such rate is not available at such time for any reason, then the "LIBOR Base Rate" for such day shall be the rate per annum determined by Administrative Agent to be the rate at which deposits in Dollars for delivery on such day in same day funds in the approximate amount of the LIBOR Floating Rate Loan being made, continued or converted by Bank of America and with a term of one day would be offered by Bank of America's London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) on such day.

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LIBOR Floating Rate Loan means a Committed Loan that bears interest at a rate based on the LIBOR Rate

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LIBOR Rate means a rate per annum determined by Administrative Agent pursuant to the following formula:

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�	LIBOR Base Rate
� LIBOR Rate��=	�� 1.00 Eurodollar Reserve Percentage

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Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

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Loan means an extension of credit by a Lender to Borrower under Article 2 in the form of a Committed Loan or a Swing Line Loan.

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Loan Documents means this Agreement, each Note, each Issuer Document, each Collateral Document, the Guaranty each Joinder Agreement, and any other documents or instruments now or hereafter executed and delivered by or on behalf of Borrower or any Loan Party to any Lender or Administrative Agent to evidence, govern or secure the Obligations.

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Loan Parties means, collectively, Borrower and each Person (other than Administrative Agent, the L/C Issuer, Swing Line Lender, or any Lender) executing a Loan Document�including, without limitation, each Guarantor.

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Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of Borrower or Borrower 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; provided, that for purposes of item (a) above, material means any basis for liability or loss which would subject Borrower or a Subsidiary to liability or loss in excess of $10,000,000 in the aggregate (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage).

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Maturity Date means December 12, 2019; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

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Mexican Pesos means the lawful currency of Mexico.

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Minimum Collateral Amount means, at any time, (i) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.15(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all LC Obligations, and (iii) otherwise, an amount determined by Administrative Agent and the L/C Issuer in their sole discretion.

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Multiemployer Plan means any employee benefit plan of the type described in Section�4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

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Non-Consenting Lender means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (ii) has been approved by the Required Lenders.

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Non-Defaulting Lender means, at any time, each Lender that is not a Defaulting Lender at such time.

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Note means a promissory note made by Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C.

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Notice of Loan Prepayment means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit H or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

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Obligations means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, any Banking Services Obligations, and all obligations under a Swap Contract of a Loan Party to a Lender, its Affiliates or a counterparty to a Swap Contract if at the date of entering into such Swap Contract such counterparty was a Lender or a Lenders Affiliate, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.

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OFAC means the Office of Foreign Assets Control of the United States Department of the Treasury.

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Operating Lease means any lease of (or other agreement conveying the right to use) any real or personal property by any Loan Party, as lessee, other than a lease that is accounted for as a��capital lease on the balance sheet of such Loan Party in accordance with GAAP.

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Operating Lease Obligations means, as at any date of determination, the amount obtained by aggregating the present values, determined in the case of each particular Operating Lease by applying a discount rate of 10% from the date on which each fixed lease payment is due under such Operating Lease to such date of determination, of all fixed lease payments due under all Operating Leases of Borrower and its Subsidiaries.

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Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

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Outstanding Amount means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (ii) with respect to any L/C Obligations on any date, the Dollar Equivalent of such L/C Obligations on such date after giving effect to any L/C Credit Extension 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 by Borrower of Unreimbursed Amounts.

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Overnight Rate means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by Administrative Agent or the L/C Issuer, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which

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such rate is being determined, would be offered for such day by a branch or Affiliate of Administrative Agent in the applicable offshore interbank market for such currency to major banks in such interbank market.

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Participant has the meaning specified in Section 11.06(d).

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Participant Register has the meaning specified in Section 11.06(d).

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PBGC means the Pension Benefit Guaranty Corporation.

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Pension Plan means any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

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Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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Plan means any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

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Platform has the meaning specified in Section 6.02.

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Pro Forma Basis means, for purposes of calculating EBIT and EBITDA for any period during which one or more permitted acquisitions occurs, that such permitted acquisition (and all other permitted acquisitions that have been consummated during the applicable period) shall be deemed to have occurred as of the first day of the applicable period of measurement and all income statement items (whether positive or negative) attributable to the property or Person acquired in a permitted acquisition shall be included (provided that such income statement items to be included are reflected in financial statements or other financial data reasonably acceptable to Administrative Agent and based upon reasonable assumptions and calculations which are expected to have a continuous impact).

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Public Lender has the meaning specified in Section 6.02.

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Recipient means Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

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Related Parties means, with respect to any Person, such Persons Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Persons Affiliates.

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Rent Expense means, for any period, the consolidated rent expense of Borrower and its Subsidiaries for Operating Leases having an original term of greater than one year.

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Reportable Event means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

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Request for Credit Extension means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a L/C Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

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Required Lenders means, as of any date of determination, Lenders having more than 66.67% of the Total Credit Exposures of all Lenders; provided, at any time there are only two Lenders with Commitments none of which is a Defaulting Lender, then Required Lenders means all Lenders.

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Responsible Officer means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party,�solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party�and, solely for purposes of notices given pursuant to Article 2, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and Administrative Agent.��Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

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Restricted Payment means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest or on account of any return of capital to Borrowers stockholders, partners or members (or the equivalent Person thereof).

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Restricted Subsidiaries means (a) as of any date of determination, a Subsidiary of Borrower which (i) has annual revenues of less than $10,000 and has total assets of less than $10,000 as of such date, determined in accordance with GAAP, or (ii) is an Exempt Foreign Subsidiary; provided, however, if any entity identified in clause (i) above hereafter has annual revenues of $10,000 or more or acquires total assets of $10,000 or more, such entity shall cease to be a Restricted Subsidiary, and (b) Zipp Realty, LLC for so long as it is a single asset purpose entity.

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Revaluation Date means each of the following: (a) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (c) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (d) such additional dates as Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

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Revolving Credit Exposure means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Committed Loans and such Lenders participation in L/C Obligations and Swing Line Loans at such time.

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Sanction(s) means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, Her Majestys Treasury or other relevant sanctions authority.

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SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

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Secured Parties means (a) Administrative Agent, (b) the Lenders, (c) the L/C Issuer, (d) each provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Obligations, (e) each counterparty to any Swap Contract, to the extent the obligations thereunder constitute Obligations, (f) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document, and (g) the successors and assigns of each of the foregoing.

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Specified Loan Party means any Loan Party that is not then an eligible contract participant under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).

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Spot Rate for a currency means the rate determined by Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

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Subordinated Liabilities means liabilities subordinated to the Obligations in a manner acceptable to Administrative Agent in its sole discretion.

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Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.��Unless otherwise specified, all references herein to a Subsidiary or to Subsidiaries shall refer to a Subsidiary or Subsidiaries of Borrower.

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Swap Contract means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b)

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any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a Master Agreement), including any such obligations or liabilities under any Master Agreement.

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Swap Obligations means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a swap within the meaning of Section 1a(47) of the Commodity Exchange Act.

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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 based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

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Swing Line Borrowing means a borrowing of a Swing Line Loan pursuant to Section 2.04.

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Swing Line Lender means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

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Swing Line Loan has the meaning specified in Section 2.04(a).

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Swing Line Loan Notice means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approve by Administrative Agent), appropriately completed and signed by a Responsible Officer of Borrower.

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Swing Line Sublimit means an amount equal to the lesser of (a) $3,000,000 and (b) the Aggregate Commitments.��The Swing Line Sublimit is part of (although uncommitted), and not in addition to, the Aggregate Commitments.

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Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

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Tangible Net Worth means the value of total assets (including leaseholds and leasehold improvements and reserves against assets but excluding goodwill, patents, trademarks, trade names, organization expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred marketing expenses, and other like intangibles, and monies due from Affiliates, officers, directors, employees, shareholders, members or managers) less Total Liabilities, including but not limited to accrued and deferred income taxes, but excluding the non-current portion of Subordinated Liabilities.

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Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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Threshold Amount means $500,000.

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Total Credit Exposure means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time.

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Total Debt means all Indebtedness of Borrower and its Subsidiaries, determined on a consolidated basis, excluding (a) net obligations under Swap Contracts and (b) Indebtedness of Borrower to Subsidiaries and Indebtedness of Subsidiaries to Borrower or to other Subsidiaries.

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Total Liabilities means the sum of current liabilities plus long term liabilities.

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Total Outstandings means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

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Type means, with respect to a Committed Loan, its character as a Base Rate Loan, a LIBOR Floating Rate Loan or a Eurodollar Rate Loan.

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

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United States and U.S. mean the United States of America.

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Unreimbursed Amount has the meaning specified in Section 2.03(c)(i).

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U.S. Person means any Person that is a United States Person as defined in Section 7701(a)(30) of the Code.

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U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

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1.02��Other Interpretive Provisions.��With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

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(a)��The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.��Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.��The words include, includes and including shall be deemed to be followed by the phrase without limitation.��The word will shall be construed to have the same meaning and effect as the word shall.��Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Persons successors and assigns, (iii) the words herein, hereof and hereunder, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all

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references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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(b)��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.

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(c)��Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

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1.03��Accounting Terms.

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(a)��Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

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(b)��Changes in GAAP.��If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or the Required Lenders shall so request, Administrative Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii)�Borrower shall provide to Administrative Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

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(c)��Consolidation of Variable Interest Entities.�All references herein to consolidated financial statements of Borrower and its Subsidiaries or to the determination of any amount for Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that Borrower is required to consolidate pursuant to FASB Interpretation No. 46 Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.

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1.04��Rounding.� Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio

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�is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

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1.05��Times of Day; Rates.��Unless otherwise specified, all references herein to times of day shall be references to Eastern�time (daylight or standard, as applicable).

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Administrative Agent does not warrant, nor accept responsibility, nor shall Administrative Agent have any liability with respect to the administration, submission or any� other matter related to the rates in the definition of Eurodollar Rate or with respect to any comparable or successor rate thereto.

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1.06��Letter of Credit Amounts.��Unless otherwise specified herein the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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ARTICLE 2

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01��Committed Loans.��Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a Committed Loan) to Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lenders Commitment; provided, however, that after giving effect to any Committed Borrowing, (a) the Total Outstandings shall not exceed the Aggregate Commitments, and (b) the Revolving Credit Exposure of any Lender shall not exceed such Lenders Commitment.��Within the limits of each Lenders Commitment, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.��Committed Loans may be Base Rate Loans, Eurodollar Rate Loans or LIBOR Floating Rate Loans, as further provided herein.��Committed Loans shall only be made in Dollars.

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2.02��Borrowings, Conversions and Continuations of Committed Loans.

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(a)��Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon Borrowers irrevocable notice to Administrative Agent, which may be given by (i) telephone, or (ii) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to Administrative Agent of a Committed Loan Notice.��Each such Committed Loan Notice must be received by Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans or LIBOR Floating Rate Loans, and (B) on the requested date of any Borrowing of Base Rate Committed Loans or LIBOR Floating Rate Loans.��Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof.��Each Borrowing of, conversion to or

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continuation of a LIBOR Floating Rate Loan shall be in a principal amount of $500,000 or a whole multiple of $50,000 in excess thereof.��Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $50,000 in excess thereof.��Each Committed Loan Notice shall specify (i) whether Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.��If Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans.��Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.��If Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

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(b)��Following receipt of a Committed Loan Notice, Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection.��In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to Administrative Agent in immediately available funds at Administrative Agents Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice.��Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), Administrative Agent shall make all funds so received available to Borrower in like funds as received by Administrative Agent either by (i) crediting the account of Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Administrative Agent by Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first, shall be applied, to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above.

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(c)��Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan.��During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Committed Loans and Borrower agrees to

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pay all amounts due under Section 3.05 in accordance with the terms thereof due to any such conversion.

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(d)��Administrative Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.

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(e)��After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans� as the same Type, there shall not be more than 5 Interest Periods in effect with respect to Committed Loans.

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2.03��Letters of Credit.

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(a)��The Letter of Credit Commitment.

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(i)��Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower or a Subsidiary that is a Guarantor, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or a Subsidiary that is a Guarantor and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (w) the Total Outstandings shall not exceed the Aggregate Commitments, (x) the Revolving Credit Exposure of any Lender shall not exceed such Lenders Commitment, (y) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit, and (z) the Outstanding Amount of all Letters of Credit in Alternative Currencies shall not at any time exceed the Dollar Equivalent of $5,000,000.��Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.��Within the foregoing limits, and subject to the terms and conditions hereof, Borrowers ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.��All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

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(ii)��The L/C Issuer shall not issue any Letter of Credit, if:

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(A)��subject to Section 2.03(b)(iv), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

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(B)��the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless all the Lenders have approved such expiry date.

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(iii)��The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

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(A)��any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any 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;

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(B)��the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

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(C)��except as otherwise agreed by Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than or $10,000;

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(D)��such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

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(E)��the L/C Issuer does not as of the issuance date of a requested Letter of Credit in an Alternative Currency issue Letters of Credit in such requested currency;

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(F)��any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with Borrower or such Lender to eliminate the L/C Issuers actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

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(G)��unless specifically provided for in this Agreement, such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

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(iv)��The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

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(v)��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 hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

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(vi)��The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A)�provided to Administrative Agent in Article 9 with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term Administrative Agent or Administrative Agent as used in Article 9 included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

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(b)��Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

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(i)��Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to the L/C Issuer (with a copy to Administrative Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer of Borrower.��Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer.��Such L/C Application must be received by the L/C Issuer and Administrative Agent not later than 11:00 a.m. at least three Business Days (or such later date and time as Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.��In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof and currency; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require.��In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.��Additionally, Borrower shall furnish to the L/C Issuer and Administrative Agent�such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or Administrative Agent may require.

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(ii)��Promptly after receipt of any L/C Application at the address set forth in Section 11.02 for receiving L/C Applications and related correspondence, the L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such L/C Application from Borrower and, if not, the L/C Issuer will provide Administrative Agent with a copy thereof.��Unless the L/C Issuer has received written notice from any Lender, Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions in Article 4 shall not then be 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 Borrower (or the applicable Subsidiary that is a Guarantor) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuers usual and customary business practices.��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 risk participation in such Letter of Credit in an amount equal to the product of such Lenders Applicable Percentage times the amount of such Letter of Credit.

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(iii)��Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower and Administrative Agent a true and complete copy of such Letter of Credit or amendment.

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(iv)��If Borrower so requests in any applicable L/C Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an Auto-Extension Letter of Credit); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the Non-Extension Notice Date) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.��Unless otherwise directed by the L/C Issuer, Borrower shall not be required to make a specific request to the L/C Issuer for any such extension.��Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from Administrative Agent, any Lender or Borrower that one or

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more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

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(c)��Drawings and Reimbursements; Funding of Participations.

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(i)��Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify Borrower and Administrative Agent thereof.��In the case of a Letter of Credit denominated in an Alternative Currency, Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.��Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an Honor Date), Borrower shall reimburse the L/C Issuer through Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency.��If Borrower fails to so reimburse the L/C Issuer by such time, Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the Unreimbursed Amount), and the amount of such Lenders Applicable Percentage thereof.��In such event, Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).��Any notice given by the L/C Issuer or Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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(ii)��Each Lender��shall upon any notice pursuant to Section 2.03(c)(i) make funds available to Administrative Agent for the account of the L/C Issuer, in Dollars, at Administrative Agents Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate

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Committed Loan to Borrower in such amount.��Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.

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(iii)��With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.��In such event, each Lenders payment to Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

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(iv)��Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lenders Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

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(v)��Each Lenders obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lenders obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by Borrower of a Committed Loan Notice).��No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

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(vi)��If any Lender fails to make available to Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through Administrative 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 L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.��If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lenders Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.��A certificate of the L/C Issuer submitted to any Lender (through Administrative Agent) with respect

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to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

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(d)��Repayment of Participations.

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(i)��At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lenders L/C Advance in respect of such payment in accordance with Section 2.03(c), if Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Administrative Agent), Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by Administrative Agent.

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(ii)��If any payment received by Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.��The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

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(e)��Obligations Absolute.�The obligation of Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

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(i)��any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

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(ii)��the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

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(iii)��any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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(iv)��waiver by the L/C Issuer of any requirement that exists for the L/C Issuers protection and not the protection of Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice Borrower;

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(v)��honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

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(vi)��any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;

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(vii)��any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

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(viii)��any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to Borrower or any Subsidiary or in the relevant currency markets generally; or

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(ix)��any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary.

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Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrowers instructions or other irregularity, Borrower will immediately notify the L/C Issuer.��Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

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(f)��Role of L/C Issuer.�Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.��None of the L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.��Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrowers pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.��None of the L/C Issuer, Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described

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in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by the L/C Issuers willful misconduct or gross negligence or the L/C Issuers willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.� In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or��information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.��The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

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(g)��[Intentionally Omitted.]

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(h)��Applicability of ISP.�Limitation of Liability.��Unless otherwise expressly agreed by the L/C Issuer and Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit.��Notwithstanding the foregoing, the L/C Issuer shall not be responsible to Borrower for, and the L/C Issuers rights and remedies against Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

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(i)��L/C Fees.��Borrower shall pay to Administrative Agent for the account of each Lender in accordance, subject to Section 2.15, with its Applicable Percentage a L/C fee (the L/C Fee)�for each Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit.��For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05.��L/C Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.��If there is any change in the Applicable Rate during any quarter, the Dollar Equivalent of the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that

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such Applicable Rate was in effect.��Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all L/C Fees shall accrue at the Default Rate.

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(j)��Documentary and Processing Charges Payable to L/C Issuer.�Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect.��Such individual customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

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(k)��Conflict with Issuer Documents.��In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control.

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(l)��Letters of Credit Issued for Subsidiaries.��Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit.��Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrower, and that Borrowers business derives substantial benefits from the businesses of such Subsidiaries.

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2.04��Swing Line Loans.

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(a)��The Swing Line.��Subject to the terms and conditions set forth herein, Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole and absolute discretion make loans (each such loan, a Swing Line Loan) to Borrower from time to time on any Business Day during the Availability Period 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 Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lenders Commitment; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lenders Commitment, (y) Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure.��Notwithstanding anything contained herein, the Swing Line is a discretionary, uncommitted facility and Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to Borrower which notice may be given by Swing Line Lender before or after Borrower requests a Swing Line Loan hereunder.��Each Swing Line Loan shall be a Base Rate Loan.��Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lenders Applicable Percentage times the amount of such Swing Line Loan.��Swing Line Loans shall only be made in Dollars.

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(b)��Borrowing Procedures.��Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon Borrowers irrevocable notice to Swing Line Lender and Administrative Agent, which may be given by (A) telephone, or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and Administrative Agent of a Swing Line Loan Notice.��Each such Swing Line Loan Notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.��Promptly after receipt by Swing Line Lender of any Swing Line Loan Notice, Swing Line Lender will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Administrative Agent (by telephone or in writing) of the contents thereof.��Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone or in writing) from Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article 4 is not then satisfied, then, subject to the terms and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds.��Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Administrative Agent of a Swing Line Loan Notice.

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(c)��Refinancing of Swing Line Loans.

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(i)��Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of Borrower (which hereby irrevocably authorizes Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lenders Applicable Percentage of the amount of Swing Line Loans then outstanding.��Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02.��Swing Line Lender shall furnish Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to Administrative Agent.��Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to Administrative Agent in immediately available funds for the account of Swing Line Lender at Administrative Agents Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes

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funds available shall be deemed to have made a Base Rate Committed Loan to Borrower in such amount.��Administrative Agent shall remit the funds so received to Swing Line Lender.

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(ii)��If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by Swing Line Lender as set forth herein shall be deemed to be a request by Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lenders payment to Administrative Agent for the account of Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

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(iii)��If any Lender fails to make available to Administrative Agent for the account of Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), Swing Line Lender shall be entitled to recover from such Lender (acting through Administrative 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 Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Swing Line Lender in connection with the foregoing.��If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lenders Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.��A certificate of Swing Line Lender submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

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(iv)��Each Lenders obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lenders obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.��No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay Swing Line Loans, together with interest as provided herein.

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(d)��Repayment of Participations.

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(i)��At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if Swing Line Lender receives any payment on account of such Swing Line Loan, Swing Line Lender will distribute to such

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Lender its Applicable Percentage thereof in the same funds as those received by Swing Line Lender.

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(ii)��If any payment received by Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by Swing Line Lender in its discretion), each Lender shall pay to Swing Line Lender its Applicable Percentage thereof on demand of Administrative 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.��Administrative Agent will make such demand upon the request of Swing Line Lender.��The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

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(e)��Interest for Account of Swing Line Lender.��Swing Line Lender shall be responsible for invoicing Borrower for interest on the Swing Line Loans.��Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lenders Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of Swing Line Lender.

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

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2.05��Prepayments.

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(a)��Borrower may, upon notice to Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) a Notice of Loan Prepayment is received by Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of LIBOR Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $10,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.��Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.��Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lenders Applicable Percentage of such prepayment.��If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.��Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section

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3.05.��Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages.

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(b)��Borrower may, upon notice to Swing Line Lender (with a copy to Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.��Each such notice shall specify the date and amount of such prepayment.��If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

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(c)��If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the Dollar Equivalent of the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

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(d)��Borrower shall make a mandatory prepayment of the Committed Loans in a minimum amount of $250,000 or a higher integral multiple of $10,000 upon a Loan Partys receipt of any proceeds from the sale or disposition of any trucks, truck-tractors, trailers or semi-trailers, net of commissions and net of other reasonable and customary transaction costs, fees and expenses attributable to such sale or disposition.��Any prepayment of a Eurodollar Rate Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being prepaid, together with any additional amounts required pursuant to Section 3.05.��Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their respective Applicable Percentages.

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2.06��Termination or Reduction of Commitments.��Borrower may, upon notice to Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess.��Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments.��Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage.��All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

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2.07��Repayment of Loans.

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(a)��Borrower shall repay to Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.

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(b)��Borrower shall repay to Swing Line Lender each Swing Line Loan on the Maturity Date.

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2.08��Interest.

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(a)��Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each LIBOR Floating Rate 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 plus the Applicable Margin; (iii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iv) 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 Base Rate plus the Applicable Rate.

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(b)��(i)��If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(ii)��If any amount (other than principal of any Loan) payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(iii)��Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

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(iv)��Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

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(c)��Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein.��Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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2.09��Commitment Fee.��In addition to certain fees described in subsections (i) and (j) of Section 2.03, Borrower shall pay to Administrative Agent for the account of each Lender in

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accordance with its Applicable Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (a) the Outstanding Amount of Committed Loans and (b) the Outstanding Amount of L/C Obligations.��The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period.��The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter� that such Applicable Rate was in effect.��For purposes of computing the commitment fee, Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments.

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2.10��Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

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(a)��All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to a Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed.��All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year).��Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.��Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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(b)��If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason,��Borrower or the Lenders determine that (i) the Financial Covenant used in the definition Applicable Rate as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of such Financial Covenant��would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, automatically and without further action by Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.��This paragraph shall not limit the rights of Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section2.03(c)(iii), 2.03(i) or 2.08(b) or under Article 8.��Borrowers obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

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2.11��Evidence of Debt.

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(a)��The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Administrative Agent in the

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ordinary course of business.��The accounts or records maintained by Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by Lenders to Borrower and the interest and payments thereon.��Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations.��In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Administrative Agent in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.��Upon the request of any Lender made through Administrative Agent, Borrower shall execute and deliver to such Lender (through Administrative Agent) a Note, which shall evidence such Lenders Loans in addition to such accounts or records.��Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

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(b)��In addition to the accounts and records referred to in subsection (a), each Lender and Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans.��In the event of any conflict between the accounts and records maintained by Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Administrative Agent shall control in the absence of manifest error.

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2.12��Payments Generally; Administrative Agents Clawback.

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(a)��General.��All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.��Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Administrative Agent, for the account of the respective Lenders to which such payment is owed, at Administrative Agents Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein.��Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lenders Lending Office.��All payments received by Administrative Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.��If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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(b)��(i)��Funding by Lenders; Presumption by Administrative Agent.��Unless Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans or LIBOR Floating Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to Administrative Agent such Lenders share of such Committed Borrowing, Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans or LIBOR Floating Rate Loans, that such Lender has made such share

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available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount.��In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to Administrative Agent, then the applicable Lender and Borrower severally agree to pay to Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Administrative Agent, at (A) in the case of a payment to be made by such Lender, the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by Administrative Agent in connection with the foregoing and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Base Rate Loans.��If Borrower and such Lender shall pay such interest to Administrative Agent for the same or an overlapping period, Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period.��If such Lender pays its share of the applicable Committed Borrowing to Administrative Agent, then the amount so paid shall constitute such Lenders Committed Loan included in such Committed Borrowing.��Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Administrative Agent.

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(ii)��Payments by Borrower; Presumptions by Administrative Agent.��Unless Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that Borrower will not make such payment, Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders or the L/C Issuer, as the case may be, the amount due.��In such event, if Borrower has not in fact made such payment, then each of Lenders or the L/C Issuer, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the applicable Overnight Rate from time to time in effect.��A notice of Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

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(c)��Failure to Satisfy Conditions Precedent.��If any Lender makes available to Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to Borrower by Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

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(d)��Obligations of Lenders Several.��The obligations of Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments under Section 11.04(c)��are several and not joint.��The failure of any Lender to make any Committed Loan, to fund any such participation or��to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, purchase its participation or to make its payment under Section 11.04(c):

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(e)��Funding Source.��Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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2.13��Sharing of Payments.��If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lenders receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

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(i)��if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

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(ii)��the provisions of this Section shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

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Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

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2.14��Cash Collateral.

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(a)��Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an

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L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

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(b)��Grant of Security Interest.��Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) Administrative Agent, for the benefit of Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.14(c).��If at any time Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than Administrative Agent or the L/C Issuer as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by Administrative Agent, pay or provide to Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more Controlled Accounts at Bank of America. Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

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(c)��Application.�Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.14 or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

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(d)��Release.��Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 11.06(b)(vii))) or (ii) Administrative Agents and the L/C Issuers good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral shall

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not be released but instead held to support future anticipated Fronting Exposure or other obligations.

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2.15��Defaulting Lenders.

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(a)��Adjustments.��Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

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(i)��Waivers and Amendments.��Such Defaulting Lenders right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 11.01.

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(ii)��Defaulting Lender Waterfall.��Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 8 or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuers Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.14; fourth, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fifth, if so determined by Administrative Agent and Borrower, to be held in a deposit account and released pro rata�in order to (x) satisfy such Defaulting Lenders potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lenders breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall

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be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(iii)��Certain Fees.

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(A)��No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

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(B)��Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.14.

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(C)��With respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lenders participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the L/C Issuer and Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuers or Swing Line Lenders Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

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(iv)��Reallocation of Applicable Percentages to Reduce Fronting Exposure.��All or any part of such Defaulting Lenders participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lenders Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless Borrower shall have otherwise notified Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to

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exceed such Non-Defaulting Lenders Commitment.��No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lenders increased exposure following such reallocation.

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(v)��Cash Collateral, Repayment of Swing Line Loans.��If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers Fronting Exposure in accordance with the procedures set forth in Section 2.14.

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(b)��Defaulting Lender Cure.� If Borrower, Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lenders having been a Defaulting Lender.

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ARTICLE 3

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01��Taxes.

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(a)��Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

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(i)��Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws.��If any applicable Laws (as determined in the good faith discretion of Administrative Agent) require the deduction or withholding of any Tax from any such payment by Administrative Agent or a Loan Party, then Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the

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basis of the information and documentation to be delivered pursuant to subsection (e) below.

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(ii)��If any Loan Party or Administrative Agent shall be required by the Code to withhold or�deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Administrative Agent shall withhold or make such deductions as are determined by Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

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(iii)��If any Loan Party or Administrative Agent shall be required by any applicable Laws other than the Code to withhold or�deduct any Taxes from any payment, then (A) such Loan Party or Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

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(b)��Payment of Other Taxes by Borrower.��Without limiting the provisions of subsection (a) above, Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.

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(c)��Tax Indemnifications.��(1) Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.��A certificate as to the amount of such payment or liability delivered to Borrower by a Lender or the L/C Issuer (with a copy to Administrative Agent), or by Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.��

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Borrower shall, and does hereby, indemnify Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

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(ii)��Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor to, (x) Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower�to do so), (y) Administrative Agent and Borrower, as applicable, against any Taxes attributable to such Lenders failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) Administrative Agent and Borrower, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by Administrative Agent or Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.��A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error.��Each Lender and the L/C Issuer hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to Administrative Agent under this clause (ii).

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(d)��Evidence of Payments. �Upon request by Borrower or Administrative Agent, as the case may be, after any payment of Taxes by Borrower or by Administrative Agent to a Governmental Authority as provided in this Section 3.01, Borrower shall deliver to Administrative Agent or Administrative Agent shall deliver to Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Borrower or Administrative Agent, as the case may be.

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(e)��Status of Lenders; Tax Documentation.

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(i)��Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.��In addition, any Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.��Notwithstanding anything to the contrary in

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the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lenders reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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(ii)��Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person,

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(A)��any Lender that is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

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(B)��any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), whichever of the following is applicable:

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(1)��in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the interest article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the business profits or other income article of such tax treaty;

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(2)��executed originals of IRS Form W-8ECI;

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(3)��in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, a 10 percent shareholder of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a controlled foreign corporation described in Section 881(c)(3)(C) of the Code (a U.S. Tax Compliance Certificate) and (y) executed originals of IRS Form W-8BEN; or

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(4)��to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by

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IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

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(C)��any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made; and

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(D)��if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lenders obligations under FATCA or to determine the amount to deduct and withhold from such payment.��Solely for purposes of this clause (D), FATCA shall include any amendments made to FATCA after the date of this Agreement.

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(iii)��Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so.

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(f)��Treatment of Certain Refunds.��Unless required by applicable Laws, at no time shall Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be.��If any Recipient determines, that it has received a refund of any Taxes as to which it has been indemnified by Borrower�or

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with respect to which Borrower�has paid additional amounts pursuant to this Section 3.01, it shall pay to Borrower�an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower�under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrower, upon the request of the Recipient, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required�to repay such refund to such Governmental Authority.��Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.��This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other Person.

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(g)��Survival.��Each partys obligations under this Section 3.01 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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3.02��Illegality.��If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Eurodollar Rate Loans or LIBOR Floating Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate or the LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower through Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or LIBOR Floating Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans or LIBOR Floating Rate Loans shall be suspended until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist.��Upon receipt of such notice, Borrower shall, upon demand from such Lender (with a copy to Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans or LIBOR Floating Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, in the case of LIBOR Floating Rate Loans or if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.��Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due under Section 3.05 in accordance with the terms thereof due to such prepayment or conversion.

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3.03��Inability to Determine Rates.��If Administrative Agent determines in connection with any request for a Eurodollar Rate Loan or a LIBOR Floating Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London

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interbank eurodollar market for the applicable amount and any applicable Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining (i) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (ii) the LIBOR Base Rate (in each case with respect to clause (a) above, Impacted Loans), or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the LIBOR Rate with respect to a proposed LIBOR Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Administrative Agent will promptly so notify Borrower and each Lender.��Thereafter, the obligation of Lenders to make or maintain Eurodollar Rate Loans and/or LIBOR Floating Rate Loans shall be suspended until Administrative Agent (upon the instruction of the Required Lenders) revokes such notice.��Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and/or LIBOR Floating Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

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Notwithstanding the foregoing, if Administrative Agent has made the determination described in clause (a) of this section, Administrative Agent, in consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) Administrative Agent notifies Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides Administrative Agent and Borrower written notice thereof.

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3.04��Increased Costs.

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(a)��Increased Costs Generally.��If any Change in Law shall:

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(i)��impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate or the LIBOR Rate) or the L/C Issuer;

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(ii)��subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit, any Eurodollar Rate Loan or any LIBOR Floating Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

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(iii)��impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans or LIBOR Floating Rate Loans made by such Lender or any Letter of Credit or participation therein;

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and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Eurodollar Rate Loan or LIBOR Floating Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

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(b)��Capital Requirements.��If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lenders or the L/C Issuers holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lenders or the L/C Issuers capital or on the capital of such Lenders or the L/C Issuers holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lenders or the L/C Issuers holding company could have achieved but for such Change in Law (taking into consideration such Lenders or the L/C Issuers policies and the policies of such Lenders or the L/C Issuers holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lenders or the L/C Issuers holding company for any such reduction suffered.

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(c)��Certificates for Reimbursement.��A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to Borrower shall be conclusive absent manifest error.��Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

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(d)��Delay in Requests.��Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lenders or the L/C Issuers right to demand such compensation, provided that Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lenders or the L/C Issuers intention to

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claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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(e)��Reserves on Eurodollar Rate Loans.��Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as Eurocurrency liabilities), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided Borrower shall have received at least 10 days prior notice (with a copy to Administrative Agent) of such additional interest from such Lender.��If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

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3.05��Compensation for Losses.��Upon demand of any Lender (with a copy to Administrative Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

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(a)��any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

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(b)��any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan or a LIBOR Floating Rate Loan on the date or in the amount notified by Borrower; or

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(c)�� any failure by any Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency;

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including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.��Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.��For purposes of calculating amounts payable by Borrower to Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

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3.06��Mitigation Obligations.

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(a)��Designation of a Different Lending Office.��Each Lender may make any Credit Extension to Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires Borrower to pay any Indemnified Taxes or additional amounts

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to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of Borrower such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be.��Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

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(b)��Replacement of Lenders.��If any Lender requests compensation under Section 3.04, or if Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), Borrower may replace such Lender in accordance with Section 11.13.

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3.07��Survival.��All of Borrowers obligations under this Article 3 shall survive termination of the Aggregate Commitments, and repayment of all other Obligations hereunder and resignation of Administrative Agent.

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ARTICLE 4

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01��Conditions of Initial Credit Extension.��Except for the delayed delivery provided in Section 4.03, the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

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(a)��Administrative Agents receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to Administrative Agent and each of the Lenders:

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(i)��executed counterparts of this Agreement and�all Collateral Documents, sufficient in number for distribution to Administrative Agent, each Lender and Borrower;

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(ii)��a Note executed by Borrower in favor of each Lender requesting a Note;

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(iii)��such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity

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of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

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(iv)��such documents and certifications as Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

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(v)��a favorable opinion of counsel to the Loan Parties acceptable to Administrative Agent addressed to Administrative Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance satisfactory to Administrative Agent;

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(vi)��a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

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(vii)��a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

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(viii)��evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

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(ix)��certified copies of Uniform Commercial Code search reports dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Loan Party (under their present names and any previous names) as debtors, together with (a) copies of such financing statements, (b) payoff letters evidencing repayment in full of all Indebtedness to be repaid, the termination of all agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other appropriate termination statements and documents effective to evidence the foregoing (other than Liens permitted by Section 7.01) and (c) such other Uniform Commercial Code termination statements as Administrative Agent may reasonably request; and

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(x)��such other assurances, certificates, documents, consents or opinions as Administrative Agent, the L/C Issuer, Swing Line Lender or the Required Lenders reasonably may require.

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(b)��Any fees required to be paid on or before the Closing Date shall have been paid.

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(c)��Unless waived by Administrative Agent, Borrower shall have paid all fees, charges and disbursements of counsel to Administrative Agent (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between Borrower and Administrative Agent).

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(d)��The Closing Date shall have occurred on or before December 18, 2014.

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Without limiting the generality of the provisions of the last sentence of Section 9.03(d), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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4.02��Conditions to all Credit Extensions.��The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

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(a)��The representations and warranties of Borrower and each other Loan Party contained in Article 5 or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

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(b)��No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

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(c)��Administrative Agent and, if applicable, the L/C Issuer or Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

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(d)��Administrative Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Administrative Agent or the Required Lenders reasonably may require.

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Each Request for Credit Extension submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

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4.03��Post-Closing Covenant.��Notwithstanding the provisions of Section 4.01 and 4.02, Borrower shall have until December 22, 2014 to provide Administrative Agent with (a) the original stock certificates required to be pledged under the Collateral Documents, duly endorsed in blank, and (b) certificates of good standing for the Canadian Guarantors from the applicable Governmental Authority.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Administrative Agent and the Lenders that:

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5.01��Existence, Qualification and Power.��Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i), or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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5.02��Authorization; No Contravention.��The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Persons Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

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5.03��Governmental Authorization; Other Consents.��No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

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5.04��Binding Effect.��This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.��This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

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5.05��Financial Statements; No Material Adverse Effect.

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(a)��The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

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(b)��The unaudited consolidated and consolidating balance sheets of Borrower and its Subsidiaries dated September 30, 2014, and the related consolidated and consolidating statements of income or operations, shareholders equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

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(c)��Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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5.06��Litigation.��There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as disclosed in Borrowers most recent 10-Q filing with the Securities Exchange Commission or except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on any Loan Party or any Subsidiary thereof, of the matters described on Schedule 5.06.

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5.07��No Default.��Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.��No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

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5.08��Ownership of Property; Liens.��Each of Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.��The property of Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

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5.09��Environmental Compliance.��Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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5.10��Insurance.��The properties of Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Borrower or the applicable Subsidiary operates.

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5.11��Taxes.��Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.��There is no proposed tax assessment against Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.

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5.12��ERISA Compliance.

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(a)��Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws.��Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification.��Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

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(b)��There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.��There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

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(c)��No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

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5.13��Subsidiaries.��As of the Closing Date, Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all

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Liens. Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13.��All of the outstanding Equity Interests in Borrower have been validly issued and are fully paid and nonassessable.

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5.14��Margin Regulations; Investment Company Act.

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(a)��Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.��Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of Borrower only or of Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

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(b)�� None of Borrower, any Person Controlling Borrower, or any Subsidiary is, or is required to be registered as, an investment company under the Investment Company Act of 1940.

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5.15��Disclosure.��Borrower has disclosed to Administrative Agent and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.��No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

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5.16��Compliance with Laws.��Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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5.17��Taxpayer Identification Number.��Borrowers true and correct U.S. taxpayer identification number is set forth on Schedule 10.02.

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5.18��Intellectual Property; Licenses, Etc.��Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any

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other Person.��To the best knowledge of Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Borrower or any Subsidiary infringes upon any rights held by any other Person.��No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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5.19��Rights in Collateral; Priority of Liens.��Borrower and each other Loan Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties.��Upon the proper filing of UCC financing statements, and the taking of the other actions required by the Required Lenders, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and perfected Liens on the Collateral in favor of Administrative Agent, for the ratable benefit of Administrative Agent and Lenders, except for the registration of Administrative Agents Liens on any titled Equipment.

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5.20��OFAC.��Neither Borrower, nor any of its Subsidiaries, nor, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (a) currently the subject or target of any Sanctions or (b) located, organized or resident in a Designated Jurisdiction.

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ARTICLE 6

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02,��and 6.03) cause each Subsidiary to:

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6.01��Financial Statements.��Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent:

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(a)��as soon as available, but in any event within 90 days after the end of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any going concern or like qualification or exception or any qualification or exception as to the scope of such audit and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrower and its Subsidiaries;

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(b)��as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, for such fiscal quarter and for the portion of Borrowers fiscal year then ended, and the related consolidated statements of changes in shareholders equity, and cash flows for the portion of Borrowers fiscal year then ended, in each case setting forth in comparative form, as applicable the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements�to be certified by the chief executive officer, chief financial officer, treasurer or controller of Borrower as fairly presenting the financial condition, results of operations, shareholders equity and cash flows of Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and

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(c)��As soon as practicable, and in any event not later than 30 days after the commencement of each fiscal year of Borrower, financial projections for Borrower and its Subsidiaries for such fiscal year (including monthly operating and cash flow budgets) prepared in a manner consistent with the projections delivered by Borrower to the Lenders prior to the Closing Date or otherwise in a manner reasonably satisfactory to Administrative Agent, accompanied by a certificate of a Responsible Officer of Borrower on behalf of Borrower to the effect that (i) such projections were prepared by Borrower in good faith, (ii) Borrower has a reasonable basis for the assumptions contained in such projections and (iii) such projections have been prepared in accordance with such assumptions.

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6.02��Certificates; Other Information.��Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent:

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(a)��concurrently with the delivery of the financial statements referred to in Section�6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or, if any such Default shall exist, stating the nature and status of such event;

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(b)��concurrently with the delivery of the financial statements referred to in Sections�6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of Borrower;

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(c)��promptly after any request by Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any Subsidiary, or any audit of any of them;

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(d)��promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto;

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(e)��promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

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(f)��promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the Securities and Exchange Commission (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; and

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(g)��promptly, such additional information regarding the business, financial or corporate affairs of Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as Administrative Agent or any Lender may from time to time reasonably request.

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Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrowers website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Borrowers behalf on an Internet or intranet website, if any, to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided that: (i) Borrower shall deliver paper copies of such documents to Administrative Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Administrative Agent or such Lender and (ii) Borrower shall notify Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.��Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

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Borrower hereby acknowledges that (a) Administrative Agent may, but shall not be obligated to, make available to Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower hereunder (collectively, Borrower Materials) by posting Borrower Materials on Debt Domain IntraLinks, SyndTrak, ClearPar or another similar electronic system (the Platform) and (b) certain of the Lenders (each, a Public Lender) may have personnel who�do not wish to receive material non-public information with respect to Borrower or its Affiliates or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons securities.��Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked PUBLIC which, at a minimum, shall mean that the word PUBLIC shall appear prominently on the first page thereof; (x) by marking Borrower Materials PUBLIC, Borrower shall be deemed to have authorized Administrative Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-

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public information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked PUBLIC are permitted to be made available through a portion of the Platform that is designated Public Side Information; and (z) Administrative Agent shall be entitled to treat any Borrower Materials that are not marked PUBLIC as being suitable only for posting on a portion of the Platform not designated Public Side Information.

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6.03��Notices.��Promptly notify Administrative Agent and each Lender:

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(a)��of the occurrence of any Default;

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(b)��of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;

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(c)��of the occurrence of any ERISA Event;��and

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(d)��of any material change in accounting policies or financial reporting practices by Borrower or any Subsidiary�including any determination by Borrower referred to in Section 2.10(b).

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Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.��Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

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6.04��Payment of Obligations.��Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

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6.05��Preservation of Existence, Etc.

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(a)��Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

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6.06��Maintenance of Properties.

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(a)��Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted;

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(b)��make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and

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(c)��use the standard of care typical in the industry in the operation and maintenance of its facilities.

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6.07��Maintenance of Insurance.

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(a)��Maintain with financially sound and reputable insurance companies not Affiliates of Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons, providing for not less than 30 days prior notice to Administrative Agent of termination, lapse or cancellation of such insurance.

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(b)��Cause the Administrative Agent to be named as lenders loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect of any such insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless otherwise agreed to by the Administrative Agent, each provider of any such insurance to agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums).��Annually, upon expiration of current insurance coverage, the Loan Parties shall provide, or cause to be provided, to the Administrative Agent, such evidence of insurance as required by the Administrative Agent, including, but not limited to: (i) certified copies of such insurance policies, (ii) evidence of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and ACORD Form 25 certificates (or similar form of insurance certificate)), (iii) declaration pages for each insurance policy and (iv) lenders loss payable endorsement if the Administrative Agent for the benefit of the Secured Parties is not on the declarations page for such policy.��As requested by the Administrative Agent, the Loan Parties agree to deliver to the Administrative Agent an Authorization to Share Insurance Information.

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6.08��Compliance with Laws.��Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, write, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

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6.09��Books and Records.��Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of Borrower or such Subsidiary, as the case may be; and

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(a)��maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Borrower or such Subsidiary, as the case may be.��Borrower shall maintain at all times books and records pertaining to the Collateral in such detail, form and scope as Administrative Agent or any Lender shall reasonably require.

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6.10��Inspection Rights.��Permit representatives and independent contractors of Administrative Agent and each Lender to visit and inspect any of its properties, to inspect, audit and examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower; provided, however, that when an Event of Default exists Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Borrower at any time during normal business hours and without advance notice.

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6.11��Use of Proceeds.��Use the proceeds of the Credit Extensions for general corporate purposes not in contravention of any Law or of any Loan Document.

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6.12��Financial Covenants.

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(a)��Lease Adjusted Total Debt To EBITDAR Ratio.��Maintain on a consolidated basis the Lease Adjusted Total Debt to EBITDAR Ratio not exceeding 4.00 to 1.00 as of any fiscal quarter end.

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This ratio will be calculated at the end of each reporting period for which this Agreement requires Borrower to deliver financial statements, using the results of the twelve-month period ending with that reporting period

(b)��Fixed Charge Coverage Ratio.� Maintain on a consolidated basis a Fixed Charge Coverage Ratio of not less than 1.00 to 1.00 as of each fiscal quarter end.

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(c)��Asset Coverage Ratio.��Not permit the Asset Coverage Ratio to be less than 1.10 to 1.00 at any time.��The Asset Coverage Ratio will be calculated at the end of each fiscal quarter.

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6.13��Additional Guarantors.��Notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such

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Person to (a) become a Guarantor by executing and delivering to Administrative Agent a Joinder Agreement or such other document as Administrative Agent shall deem appropriate for such purpose, and (b) deliver to Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to Administrative Agent.

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6.14��Collateral Records.��To execute and deliver promptly, and to cause each other Loan Party to execute and deliver promptly, to Administrative Agent, from time to time, solely for Administrative Agents convenience in maintaining a record of the Collateral, such written statements and schedules as Administrative Agent may reasonably require designating, identifying or describing the Collateral.��The failure by Borrower or any other Loan Party, however, to promptly give Administrative Agent such statements or schedules shall not affect, diminish, modify or otherwise limit the Liens on the Collateral granted pursuant to the Collateral Documents.

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6.15��Security Interests.��To, and to cause each other Loan Party to, (a) defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein, (b) comply with the requirements of all state and federal laws in order to grant to Administrative Agent and Lenders valid and perfected first priority security interests in the Collateral, with perfection, in the case of any investment property, deposit account or letter of credit, being effected by giving Administrative Agent control of such investment property or deposit account or letter of credit, rather than by the filing of a Uniform Commercial Code (UCC) financing statement with respect to such investment property, and (c) do whatever Administrative Agent may reasonably request, from time to time, to effect the purposes of this Agreement and the other Loan Documents, including filing notices of liens, UCC financing statements, fixture filings and amendments, renewals and continuations thereof; cooperating with Administrative Agents representatives; keeping stock records; obtaining waivers from landlords and mortgagees and from warehousemen and their landlords and mortgages; and, paying claims which might, if unpaid, become a Lien on the Collateral.��Administrative Agent is hereby authorized by Borrower to file any UCC financing statements covering the Collateral whether or not Borrowers signatures appear thereon.��Notwithstanding anything contained in this Agreement or any Collateral Document, the secured obligations of a Guarantor shall not include Excluded Swap Obligations.

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ARTICLE 7

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

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7.01��Liens.��Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

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(a)��Liens pursuant to any Loan Document;

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(b)��Liens existing on the date hereof and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or

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benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);

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(c)��Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

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(d)��carriers, warehousemens, mechanics, materialmens, repairmens or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

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(e)��pledges or deposits in the ordinary course of business in connection with workers compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

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(f)��deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

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(g)��easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

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(h)��Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); and

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(i)��Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition.

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7.02��Investments.��Make any Investments, except:

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(a)��Investments held by Borrower or such Subsidiary in the form of cash equivalents or short-term marketable debt securities;

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(b)��Investments of Borrower in any wholly-owned Subsidiary and Investments of any wholly-owned Subsidiary in Borrower or in another wholly-owned Subsidiary, so long as the recipient (other than Borrower) of any such Investment has Guaranteed the Obligations;

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(c)��Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

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(d)��Guarantees permitted by Section 7.03; and

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(e)��an acquisition by Borrower or any domestic Wholly-Owned Subsidiary where:

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(i)��the business or division acquired are for use, or the Person acquired is engaged, in the businesses engaged in by the Loan Parties on the Closing Date;

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(ii)��immediately before and after giving effect to such acquisition, no Default or Event of Default shall exist;

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(iii)��immediately after giving effect to such acquisition, Borrower is in pro forma compliance with all the financial ratios and restrictions set forth in Section 6.12 and Section 7.02(e)(viii) below;

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(iv)��in the case of the acquisition of any Person, the board of directors or similar governing body of such Person has approved such acquisition;

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(v)��reasonably prior to such acquisition, Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such acquisition together with all lien search reports and lien release letters and other documents as Administrative Agent may require to evidence the termination of Liens on the assets or business to be acquired;

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(vi)��not less than ten Business Days prior to such acquisition, Administrative Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), the terms and conditions, including economic terms, of the proposed acquisition, and Borrowers calculation of pro forma compliance with the financial covenants provided in Section 6.12;

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(vii)��Administrative Agent shall have received satisfactory evidence that Borrower is in compliance with Section 7.02(e)(viii) below and shall have approved Borrowers computation of the pro forma compliance with the financial covenants provided in Section 6.12 and Section 7.02(e)(viii) below;

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(viii)��immediately after giving effect to such acquisition, Borrower would be in pro forma compliance on a Pro Forma Basis with a Lease-Adjusted Total Debt to EBITDAR Ratio of not greater than 4.00 to 1.00, a Fixed Charge Coverage Ratio in excess of 1.00 to 1.00, and an Asset Coverage Ratio in excess of 1.10 to 1.00;

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(ix)��simultaneously with the closing of such acquisition, the target company (if such acquisition is structured as a purchase of equity) or the Loan Party (if such acquisition is structured as a purchase of assets or a merger and a Loan Party is the surviving entity) executes and delivers to Administrative Agent

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an unlimited Guaranty of the Obligations or a Joinder Agreement and Collateral Documents as required by Administrative Agent; and

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(x)��if the acquisition is structured as a merger, Borrower or a Wholly-Subsidiary, as applicable, is the surviving entity.

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7.03��Indebtedness.��Create, incur, assume or suffer to exist any Indebtedness, except:

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(a)��Indebtedness under the Loan Documents;

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(b)��Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

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(c)��Guarantees of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary;

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(d)��obligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) 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, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a market view; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and

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(e)��Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i).

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7.04��Fundamental Changes.��Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

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(a)��any Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, and, provided

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further that if a Guarantor is merging with another Subsidiary, the Guarantor shall be the surviving Person; and

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(b)��any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be Borrower or a wholly-owned Subsidiary and, provided further that if the transferor of such assets is a Guarantor, the transferee must either be Borrower or a Guarantor.

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7.05��Dispositions.��Make any Disposition or enter into any agreement to make any Disposition, except:

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(a)��Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

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(b)��Dispositions of inventory in the ordinary course of business;

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(c)��Subject to the limitations of Section 7.05(d), sales and dispositions of trucks, truck-tractors, trailers and semi-trailers in the ordinary course of business while there exists no Event of Default;

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(d)��in addition to sales and dispositions permitted in (a) and (b) above, sales and dispositions of assets (including the Capital Securities of Subsidiaries) (but excluding accounts receivable) for at least fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any fiscal year does not exceed 15% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding fiscal year;

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(e)��Dispositions permitted by Section 7.04.

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provided, however, that any Disposition pursuant to clauses (a) through (e) shall be for fair market value.

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7.06��Restricted Payments.��Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

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(a)��each Subsidiary may make Restricted Payments to Borrower, Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

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(b)��Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

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(c)��Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

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(d)��Borrower may declare and make cash dividend payments in an amount not exceeding $5,000,000 during any fiscal year provided Borrower is in pro forma

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compliance with the financial covenants provided in Section 6.12 after giving effect to such payments; and

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(e)��Borrower may purchase its outstanding Equity Interests in an aggregate amount not exceeding $25,000,000 provided (i) Borrower is in pro forma compliance with the financial covenants provided in Section 6.12 after giving effect to any such purchase, and (ii) after giving effect to any such purchase, Borrower has not less than $15,000,000 of availability under the Aggregate Commitments.

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7.07��Change in Nature of Business.��Engage in any material line of business substantially different from those lines of business conducted by Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

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7.08��Transactions with Affiliates.��Enter into any transaction of any kind with any Affiliate of Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Borrower or such Subsidiary as would be obtainable by Borrower or such Subsidiary at the time in a comparable arms length transaction with a Person other than an Affiliate, provided that the foregoing restriction shall not apply to transactions between or among Borrower and any Guarantor or between and among Guarantors.

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7.09��Burdensome Agreements.��Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to Borrower or any Guarantor or to otherwise transfer property to Borrower�or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of Borrower or (iii) of Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.

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7.10��Use of Proceeds.��Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

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7.11��Sanctions.��Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.

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ARTICLE 8

EVENTS OF DEFAULT AND REMEDIES

8.01��Events of Default.��Any of the following shall constitute an Event of Default:

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(a)��Non-Payment.��Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

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(b)��Specific Covenants.��Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11,6.12 or 6.13 or Article 7; or

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(c)��Other Defaults.��Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days or any default or Event of Default occurs under any other Loan Document; or

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(d)��Representations and Warranties.��Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or

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(e)��Cross-Default.��(i) Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

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(f)��Insolvency Proceedings, Etc.��Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or

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similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

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(g)��Inability to Pay Debts; Attachment.��(i) Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

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(h)��Judgments.��There is entered against Borrower or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $10,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

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(i)��ERISA.��(i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Borrower under Title�IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

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(j)��Invalidity of Loan Documents.��Any Loan Document��or any provision thereof, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document or any provision thereof; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document or any provision thereof; or

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(k)��Change of Control.��There occurs any Change of Control.

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8.02��Remedies Upon Event of Default.��If any Event of Default occurs and is continuing, Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

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(a)��declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

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(b)��declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document (other than a Swap Contract or Banking Services Agreement, which shall be governed by the respective terms thereof) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower;

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(c)��require that Borrower Cash Collateralize the Dollar Equivalent of the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

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(d)��exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents (other than a Swap Contract or Banking Services Agreement, which shall be governed by the respective terms thereof);

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provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of Administrative Agent or any Lender.��Borrower hereby waives relief from any and all valuation and appraisement laws.

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8.03��Application of Funds.��After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by Administrative Agent in the following order:

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(a)��to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent (including fees and time charges for attorneys who may be employees of Administrative Agent) and amounts payable under Article 3) payable to Administrative Agent in its capacity as such;

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(b)��to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C��Issuer) and amounts payable under Article 3), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

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(c)��to payment of that portion of the Obligations constituting accrued and unpaid L/C Fees and interest on the Loans, L/C Borrowings and other Obligations,

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ratably among Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

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(d)��to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings and any other amounts owing in respect of Swap Contracts and Banking Services Obligations, ratably among the holders of such Obligations in proportion to the respective amounts described in this clause Fourth held by them;

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(e)��to Administrative Agent for the account of the L/C Issuer, to Cash Collateralize 105% of the Dollar Equivalent of that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and

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(f)��Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law.

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Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur.��If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

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ARTICLE 9

ADMINISTRATIVE AGENT

9.01��Appointment and Authorization of Administrative Agent.

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(a)��Each of the Lenders and the L/C issuer hereby irrevocably appoints Bank of America to act on its behalf as Administrative Agent hereunder and under the other Loan Documents��and authorizes Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to Administrative Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto.��The provisions of this Article are solely for the benefit of Administrative Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.��It is understood and agreed that the use of the term agent herein or in any other Loan Documents (or any other similar term) with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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(b)��Administrative Agent shall also act as the collateral agent under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.��In this connection, Administrative Agent, as collateral agent and any co-agents, sub-agents and attorneys-in-fact appointed by Administrative Agent pursuant to Section 9.05 or otherwise for

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purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 and Article 10, as though such co-agents, sub-agents and attorneys-in-fact were the collateral agent under the Loan Documents as if set forth in full herein with respect thereto.

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9.02��Rights as a Lender.��The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent and the term Lender or Lenders shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Administrative Agent hereunder in its individual capacity.��Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if such Person were not Administrative Agent hereunder and without any duty to account therefor to Lenders.

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9.03��Exculpatory Provisions.��Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature.��Without limiting the generality of the foregoing, Administrative Agent:

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(a)��shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

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(b)��shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

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(c)��shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.

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Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.02 and 10.01) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.��Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given

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in writing to Administrative Agent by Borrower, a Lender or the L/C Issuer.��Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii)�the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Administrative Agent.

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9.04��Reliance by Administrative Agent.��Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.��Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.��In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit.��Administrative Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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9.05��Delegation of Duties.��Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent.��Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties.��The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.��Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

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9.06��Resignation of Administrative Agent.

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(a)��Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and Borrower.��Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.��If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within

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30�days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the Resignation Effective Date), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above.��Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

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(b)��If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrower and such Person remove such Person as Administrative Agent and, in consultation with Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the Removal Effective Date), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

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(c)��With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2)�except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.��Upon the acceptance of a successors appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).��The fees payable by Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor.��After the retiring or removed Administrative Agents resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section�11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

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(d)��Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender.��If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c).� If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).�Upon the appointment by Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America��with respect to such Letters of Credit.

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9.07��Non-Reliance on Administrative Agent and Other Lenders.��Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.��Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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9.08��No Other Duties, Etc.��Anything herein to the contrary notwithstanding, no Lender holding a title listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Administrative Agent, a Lender or the L/C Issuer hereunder.

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9.09��Administrative Agent May File Proofs of Claim.��In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

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(a)��to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders, the L/C Issuer and Administrative Agent

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(including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, the L/C Issuer and Administrative Agent and their respective agents and counsel and all other amounts due Lenders, the L/C Issuer and Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

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(b)��to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to Lenders and the L/C Issuer, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections 2.09 and 10.04.��Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.��The Secured Parties hereby irrevocably authorize Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law.� In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase).� In connection with any such bid (i) Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (g) of Section 11.01 of this Agreement, (iii) Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a

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result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

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9.10��Guaranty Matters.��Each Lender and the L/C Issuer hereby irrevocably authorizes Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.��Upon request by Administrative Agent at any time, each Lender and the L/C Issuer will confirm in writing Administrative Agents authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

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9.11��Collateral Matters.

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(a)��Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Administrative Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer.��Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 110.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer.��Administrative Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.

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(b)��Without limiting the provisions of Section 9.09, each Lender and the L/C issuer hereby irrevocably authorize Administrative Agent, at its option and in its discretion,

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(i)��to release any Lien on any property granted to or held by Administrative Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to Administrative Agent and the L/C Issuer shall have been made), (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 11.01, if

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approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and

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(ii)��to subordinate any Lien on any property granted to or held by Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document.

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Upon request by Administrative Agent at any time, each Lender and the L/C Issuer will confirm in writing Administrative Agents authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11.

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(c)��Subject to (b) above, Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer, to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Administrative Agent for the benefit of Administrative Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agents opinion, would expose Administrative Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral.��In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure.

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(d)��Administrative Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section 9.11 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agents own interest in the Collateral as one of��Lenders and that Administrative Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer.

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(e)��Each Lender and the L/C Issuer�hereby appoints each other Lender as agent for the purpose of perfecting Lenders and the L/C Issuers security interest in assets which, in accordance with Article 9.1 of the Indiana UCC can be perfected only by possession.��Should any Lender or the L/C Issuer (other than Administrative Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify

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Administrative Agent thereof, and, promptly upon Administrative Agents request therefor shall deliver such Collateral to��Administrative Agent or in accordance with Administrative Agents instructions.

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ARTICLE 10

CONTINUING GUARANTY

10.01��Guaranty.�Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations��(for each Guarantor, subject to the proviso in this sentence, its Guaranteed Obligations); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law.��The Administrative Agents books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations.��This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.

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10.02��Rights of Lenders.��Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof:��(a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations.��Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.

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10.03��Certain Waivers.��Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantors

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obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantors liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties.��Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.

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10.04��Obligations Independent.��The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

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10.05��Subrogation.��No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated.��If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.

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10.06��Termination; Reinstatement.��This Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date.��Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction.��The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.

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10.07��Stay of Acceleration.��If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties.

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10.08��Condition of Borrower.��Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

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10.09��Appointment of Borrower.��Each of the Loan Parties hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Loan Parties as the Borrower deems appropriate in its sole discretion and each Loan Party shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuer or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.

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10.10��Right of Contribution.��The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under applicable Law.

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10.11��Keepwell.��Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors obligations and undertakings under this Article 10 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).��The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full.��Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a keepwell, support, or other agreement for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

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ARTICLE 11

MISCELLANEOUS

11.01��Amendments, Etc.��No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Borrower or the applicable Loan Party, as the case may be, and acknowledged by Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the

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specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

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(a)��waive any condition set forth in Section 4.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Administrative Agent, only a waiver by Administrative Agent shall be required with respect to immaterial matters or items specified in Section 4.01(a) (iii) or (iv)��with respect to which Borrower has given assurances satisfactory to Administrative Agent that such items shall be delivered promptly following the Closing Date;

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(b)��extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

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(c)��postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

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(d)��reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of Default Rate or to waive any obligation of Borrower to pay interest or L/C Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

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(e)��change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

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(f)��change any provision of this Section or the definition of Required Lenders or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

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(g)��release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender;

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and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any other Loan

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Document; (iv) any agent fee letter between Borrower and Administrative Agent may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) Swap Contracts and Banking Services Agreements shall not constitute Loan Documents for purposes of Section 11.01.��Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitment of any Defaulting Lender may not be increased or extended�without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relating to other affected Lenders shall require the consent of such Defaulting Lender.

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11.02��Notices; Effectiveness; Electronic Communications.

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(a)��Notices Generally.��Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(i)��if to Borrower, Administrative Agent, the L/C Issuer or Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 11.02 ; and

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(ii)��if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire.

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Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).��Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

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(b)��Electronic Communications.��Notices and other communications to Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FpML Messaging, and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article 2 if such Lender or the L/C Issuer, as applicable has notified Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.��Administrative Agent, the Swingline Lender, the L/C Issuer or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.��Unless Administrative Agent otherwise prescribes, (i)�notices and other communications sent to an e-mail address shall be deemed received upon the senders receipt of an acknowledgement from the intended recipient (such as by the return receipt requested function, as available, return e-mail or other written acknowledgement), and (ii)�notices

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or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause�(i) of notification that such notice or communication is available and identifying the website address therefor, provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

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(c)��The Platform.��THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE.��ADMINISTRATIVE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM BORROWER MATERIALS.��NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH BORROWER MATERIALS OR THE PLATFORM.��In no event shall Administrative Agent or any of its Related Parties (collectively, the Administrative Agent Parties) have any liability to Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrowers, any Loan Partys or Administrative Agents transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

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(d)��Change of Address, Etc.��Each of Borrower, Administrative Agent, the L/C Issuer and Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto.��Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to Borrower, Administrative Agent, the L/C Issuer and Swing Line Lender.��In addition, each Lender agrees to notify Administrative Agent from time to time to ensure that Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.��Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the Private Side Information or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lenders compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the Public Side Information portion of the Platform and that may contain material non-public information with respect to Borrower or its securities for purposes of United States Federal or state securities laws.

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(e)��Reliance by Administrative Agent, L/C Issuer and Lenders.�Administrative Agent, the L/C Issuer and Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices, Letter of Credit

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Applications and Swing Line Loan Notices) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.��Borrower shall indemnify Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower.��All telephonic notices to and other telephonic communications with Administrative Agent may be recorded by Administrative Agent, and each of the parties hereto hereby consents to such recording.

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11.03��No Waiver; Cumulative Remedies: Enforcement.��No failure by any Lender, the L/C Issuer or Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.��The rights, remedies, powers and privileges herein provided and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Administrative Agent in accordance with Section 8.02 for the benefit of all Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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11.04��Expenses; Indemnity; Damage Waiver.

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(a)��Costs and Expenses.��Borrower shall pay (i)�all reasonable out-of-pocket expenses incurred by Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof

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(whether or not the transactions contemplated hereby or thereby shall be consummated), (ii)�all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii)�all out-of-pocket expenses incurred by Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A)�in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B)�in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

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(b)��Indemnification by Borrower.��Borrower shall indemnify Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an Indemnitee) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i)�the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii)�any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)�any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iv)�any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x)�are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y)�result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitees obligations hereunder

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or under any other Loan Document, if Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.��Without limiting the provisions of Section 3.01(c), this Section 11.4(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

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(c)��Reimbursement by Lenders.��To the extent that Borrower for any reason fails to indefeasibly pay any amount required under subsection�(a) or�(b) of this Section to be paid by it to Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lenders pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lenders share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity.��The obligations of the Lenders under this subsection�(c) are subject to the provisions of Section�2.12(d).

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(d)��Waiver of Consequential Damages, Etc.��To the fullest extent permitted by applicable law, Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.��No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

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(e)��Payments.��All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

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(f)��Survival.��The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation of Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

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11.05��Payments Set Aside.��To the extent that any payment by or on behalf of Borrower is made to Administrative Agent, the L/C Issuer or any Lender, or Administrative Agent, the L/C Issuer��or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Administrative Agent, the L/C Issuer��or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.��The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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11.06��Successors and Assigns.

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(a)��Successors and Assigns Generally.��The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administrative Agent, the L/C Issuer and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f)��of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void).��Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b)��Assignments by Lenders.��Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

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(i)��Minimum Amounts.

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(A)��in the case of an assignment of the entire remaining amount of the assigning Lenders Commitment and the Loans at the time owing to

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it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

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(B)��in any case not described in subsection (b)(i)(A) of this Section,��the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Administrative Agent or, if Trade Date is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

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(ii)��Proportionate Amounts.��Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lenders rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not�apply to the Swing Line Lenders rights and obligations in respect of Swing Line Loans.

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(iii)��Required Consents.��No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

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(A)��the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5)� Business Days after having received notice thereof;

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(B)��the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

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(C)��the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

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(D)��the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

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(iv)��Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500.00;

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provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

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(v)��No Assignment to Certain Persons.��No such assignment shall be made (A) to the Borrower or any of the Borrowers Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person.

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(vi)��Certain Additional Payments.��In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage.��Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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Subject to acceptance and recording thereof by Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lenders rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05,��and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lenders having been a Defaulting Lender.��Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.��Any assignment or transfer by a Lender of rights or obligations under this Agreement that

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does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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(c)��Register.��Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Administrative Agents Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the Register).��The entries in the Register shall be conclusive, absent manifest error, and Borrower, Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.��The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(d)��Participations.��Any Lender may at any time, without the consent of, or notice to, Borrower or Administrative Agent, sell participations to any Person (other than a natural Person or Borrower or any of Borrowers Affiliates or Subsidiaries) (each, a Participant) in all or a portion of such Lenders rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lenders participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i)�such Lenders obligations under this Agreement shall remain unchanged, (ii)�such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii)�Borrower, Administrative Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement.��For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.��Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any��provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant.��Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05�to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant

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acquired the applicable participation.��Each Lender that sells a participation agrees, at Borrower's request and expense, to use reasonable efforts to cooperate with Borrower to effectuate the provisions of Section 3.06 with respect to any Participant.��To the extent permitted by law, each Participant also shall be entitled to the benefits of Section�11.08�as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

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Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participants interest in the Loans or other obligations under the Loan Documents (the Participant Register); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.��The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.��For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(e)��Certain Pledges.��Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(f)��Deemed Consent of Borrower.��If the consent of Borrower to an assignment to an assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in Section 11.06(b)(i)(B)), Borrower shall be deemed to have given its consent fifteen (15) days after the date notice thereof has been delivered to Borrower by the assigning Lender (through Administrative Agent) unless such consent is expressly refused by Borrower prior to such fifteenth (15th) day.

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(g)��Resignation as L/C Issuer or Swing Line Lender. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and�Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days notice to Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days notice to Borrower, resign as Swing Line Lender.��In the event of any such resignation as L/C Issuer or Swing Line Lender, Borrower shall be entitled to appoint from among Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be.��If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as

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of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)).��If Bank of America resigns as Swing Line Lender, it shall retain all the rights of Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).��Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

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11.07��Treatment of Certain Information; Confidentiality.� Each of Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i)��any rating agency in connection with rating Borrower or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than Borrower.��For purposes of this Section, Information means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the case of information received from Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential.��Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care

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to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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11.08��Right of Setoff.� If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender or the L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.��The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have.��Each Lender and the L/C Issuer agrees to notify Borrower and Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

�

11.09��Interest Rate Limitation.��Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the Maximum Rate).��If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower.��In determining whether the interest contracted for, charged, or received by Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

�

11.10��Counterparts; Integration; Effectiveness.��This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.��This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to Administrative Agent or the L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements

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and understandings, oral or written, relating to the subject matter hereof, and, specifically, this Agreement amends and restates the Existing Credit Agreement.��Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.��Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g. pdf or tif) shall be effective as delivery of a manually executed counterpart of this Agreement.

�

11.11��Survival of Representations and Warranties.� All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.��Such representations and warranties have been or will be relied upon by Administrative Agent and each Lender, regardless of any investigation made by Administrative Agent or any Lender or on their behalf and notwithstanding that Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

�

11.12��Severability.��If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.��The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

�

11.13��Replacement of Lenders.��If Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then Borrower may, at its sole expense and effort, upon notice to such Lender and Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

�

(a)��Borrower shall have paid to Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

�

(b)��such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts);

�

(c)��in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section

�

104

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3.01, such assignment will result in a reduction in such compensation or payments thereafter;

�

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

�

(e)��in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

�

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

11.14��Governing Law; Jurisdiction; Etc.

�

(a)��GOVERNING LAW.��THIS AGREEMENT AND OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OROTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THE IS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF INDIANA.

�

(b)��SUBMISSION TO JURISDICTION.��BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF INDIANA�SITTING IN MARION COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH INDIANA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.��EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.��NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR

�

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ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

�

(c)��WAIVER OF VENUE.��BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH�(B) OF THIS SECTION.��EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

�

(d)��SERVICE OF PROCESS.��BORROWER IRREVOCABLY CONSENTS TO SERVICE OF PROCESS BY MESSENGER, CERTIFIED MAIL, RETURN RECEIPT REQUESTED OR BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS INDICATED ON SCHEDULE 10.02.��NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

�

11.15��Waiver of Jury Trial.��EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).��EACH PARTY HERETO (A)�CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)�ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

�

11.16��No Advisory or Fiduciary Responsibility.��In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), Borrower and each other Loan Party acknowledges and agrees and acknowledges its Affiliates understanding that that:��(i) (A) the services regarding this Agreement��provided by Administrative Agent are arms-length commercial transactions between��Borrower, each other Loan Party and their respective Affiliates, on the one hand, and Administrative Agent, on the other hand, (B) each of Borrower and the other Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and ( C) Borrower and each other Loan Party is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and��by the other Loan Documents; (ii) (A) Administrative Agent��is and has been acting solely as a principal and,��except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an

�

106

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advisor, agent or fiduciary, for Borrower, any other Loan Party, or any of their respective Affiliates, or any other Person and (B) Administrative Agent does not have any obligation to Borrower, any other Loan Party or any of their Affiliates��with respect to the transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii)��Administrative Agent and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and Administrative Agent has no obligation to disclose any of such interests to��Borrower , any other Loan Party of any of their respective Affiliates.��To the fullest extent permitted by law, each of Borrower and the other Loan Parties hereby waive and release, any claims that it may have against Administrative Agent with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

�

11.17��Electronic Execution of Assignments and Certain Other Documents.��The words delivery, execute, execution, signed, signature, and words of like import in any Loan Document or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.

�

11.18��USA PATRIOT Act Notice.��Each Lender that is subject to the Act (as hereinafter defined) and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the Act), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the Act.��Borrower shall, promptly following a request by Administrative Agent or any Lender, provide all documentation and other information that Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable know your customer and anti-money laundering rules and regulations, including the Act.

�

11.19��Time of the Essence.��Time is of the essence of the Loan Documents.

�

11.20��FATCA.��For purposes of determining withholding Taxes imposed under FATCA from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan as not qualifying as a grandfathered obligation within the meaning of Treasury Regulation Section 1.471-2(b)(2)(i).

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107

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ARTICLE 12

AMENDMENT AND RESTATEMENT

Upon this Agreement becoming effective pursuant to the provisions hereunder, from and after the Closing Date: (a) all "Revolving Loans" outstanding under the Existing Credit Agreement, together with all accrued but unpaid interest and fees with respect thereto, shall be repaid in full (without a corresponding reduction in the Revolving Commitments), without offset, defense, counterclaim, abatement, reduction, set off, deduction or charge of any kind, nature or description whatsoever, and the modification effected by this Agreement shall not be deemed to provide for or to effect a repayment and re advance of any of the Indebtedness to the lenders now outstanding under the Existing Credit Agreement, it being the intention of Borrower and Lenders that a portion of the Indebtedness owing under this Agreement be and is the same Indebtedness as that owing under the Existing Credit Agreement immediately prior to the Closing Date; (b) all terms and conditions of the Existing Credit Agreement and any other Loan Document (as defined in the Existing Credit Agreement), as amended and restated by this Agreement and the other Loan Documents executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of Borrower to Administrative Agent and Lenders, whether considered in a proceeding at law or in equity; (c) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety; (d) this Agreement shall not in any way release or impair the Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) or the rights, duties or Obligations relating thereto or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens are assumed, ratified and affirmed by Borrower and the Loan Parties; (e) all indemnification obligations of the Borrower and the Loan Parties under the Existing Credit Agreement and any other Loan Document (as defined in the Existing Credit Agreement) shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the lenders thereunder and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined in the Existing Credit Agreement) at any time prior to the Closing Date; (f) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (g) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, amended and restated, supplemented or otherwise modified from time to time hereafter; and (h) all security interests created under the Existing Credit Agreement and the other Loan Document (as defined in the Existing Credit Agreement) executed and delivered on the Closing Date, or otherwise prior to the date hereof continue to be in full force and effect after giving effect to the consummation of this Agreement.

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108

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

�

BORROWER
�	�
CELADON GROUP, INC.
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
�	�
GUARANTORS
�	�
CELADON TRUCKING SERVICES, INC.
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
CELADON LOGISTICS SERVICES, INC.
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
QUALITY EQUIPMENT LEASING, LLC
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
CELADON E-COMMERCE, INC.
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer

�

CELADON CANADA, INC.
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
TRANSPORTATION SERVICES INSURANCE COMPANY, INC.
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
A&S SERVICES GROUP, INC.
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
HYNDMAN HOLDINGS, INC.
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
OSBORN TRANSPORTATION, INC,
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer
�	�
�	�
CELADON CANADIAN HOLDINGS, LIMITED
�	�
�	�
By:	/s/ Leslie Tarble
�	Treasurer

�

BANK OF AMERICA, N.A., as Administrative Agent
�	�
�	�
By:	/s/ Renee Marion
Title	Renee Marion Assistant Vice President
�	�
�	�
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
�	�
�	�
By:	/s/ Michael T. Sands
Title:	AVP
�	�
�	�
WELLS FARGO BANK, N.A., as a Lender
�	�
�	�
By:	/s/ Kyle Lacey�
Title:	Vice President
�	�
�	�
CITIZENS BANK, N.A., as a Lender
�	�
�	�
By:	/s/ Scott M. Lankford
Title:	Vice President

�

SCHEDULE 2.01

COMMITMENTS

�

AND APPLICABLE PERCENTAGES

�

Lender	Commitment	Applicable Percentage
Bank of America, N.A.	$125,000,000.00	41.6666667%
Wells Fargo Bank, N.A.	$125,000,000.00	41.6666667%
Citizens Bank, N.A.	$50,000,000.00	16.6666666%
Total	$300,000,000.00	100.00%

�

SCHEDULE 2.03

CELADON GROUP INC. LETTERS OF CREDIT

LC/BA Id	Issue Date	Expiration	Beneficiary	Liability Amt
T00000003097011	12/07/10	4/13/18	MIDWEST EMPLOYERS CA	100,000.00
T00000003097093	12/07/10	4/13/18	MIDWEST EMPLOYERS CA	50,000.00
T00000003114244	12/07/10	4/13/18	NATIONAL UNION FIRE	234,545.00
T00000068077039	9/11/12	4/13/18	ACE AMERICAN INSURAN	295,000.00
T00000068098961	9/17/13	5/13/18	ACE AMERICAN INSURAN	133,392.00
T00000068099564	10/06/13	5/13/18	F.R. INSURANCE LTD.	253,658.07
T00000068103015	4/16/14	5/13/18	UNION PACIFIC RAILRO	10,000.00
T00000068105716	8/12/14	5/13/18	ACE AMERICAN INSURAN	130,000.00
T00000068107835	12/1/14	11/10/15	CITY OF LAREDO	583,843.32

�

SCHEDULE 5.06

LITIGATION

None

�

SCHEDULE 5.09

ENVIRONMENTAL MATTERS

None

�

SCHEDULE 5.13

SUBSIDIARIES AND OTHER EQUITY INVESTMENTS

WHOLLY OWNED SUBSIDIARIES:

�

NAME OF COMPANY	STATUS	ORGANIZATION STATE
Celadon Trucking Services, Inc.	Guarantor	NJ
Transportation Services Insurance��Company, Inc.	Guarantor	VT
Celadon E-Commerce, Inc.	Guarantor	DE
Celadon Mexicana, S.A. de C. V.	Restricted Subsidiary	Mexico
Celadon Logistics Services, Inc.	Guarantor	DE
Celadon Canada, Inc.	Guarantor	Ontario, Canada
Quality Equipment Leasing, LLC	Guarantor	DE
Osborn Transportation, Inc.	Guarantor	AL
A&S Services Group, LLC	Guarantor	DE
Hyndman Holdings, Inc.	Guarantor	Ontario, Canada
Celadon Canadian Holdings, Limited	Guarantor	Ontario, Canada
Celadon International Corporation	Restricted Subsidiary	DE
Quality Insurance, LLC	Restricted Subsidiary	IN
Quality Companies, LLC	Restricted Subsidiary	IN
Zipp Realty, LLC	Restricted Subsidiary	IN
Quality Drivers, LLC	Restricted Subsidiary	IN
Quality Business Services, LLC	Restricted Subsidiary	IN
Hymand Transport Limited	Restricted Subsidiary	Ontario, Canada
TCI Logistics	Restricted Subsidiary	DE
A&S Real Estate Holdings, LLC	Restricted Subsidiary	DE
A&S Kinard Lgistics LLC	Restricted Subsidiary	DE
Hunt Valley Equipment Co LLC	Restricted Subsidiary	DE
Leasing Servicios, S.A. de C.V	Restricted Subsidiary	DE

�

OTHER EQUITY INVESTMENTS	�	�
Servicios de Transportacion Jaguar, S. A. de C. V. (75% Interest)	Restricted Subsidiary	Mexico
GSM Transportation, LLC (49% Interest in Minority Business Enterprise)	Non Subsidiary MBE	IN

�

SCHEDULE 7.03

EXISTING INDEBTEDNESS

�

Existing Indebtedness as of 11/30/14

�

Celadon Group Inc. Balance Sheet Debt

�

Name	Maturity	�	Current O/S		�
Bank of America 121411	12/14/2014	�	$	3,095,400	�
Bank of America 122811	12/28/2014	�	$	1,532,028	�
Bank of America 030212	4/2/2015	�	$	2,183,714	�
Bank of America 060112	6/1/2019	�	$	3,900,749	�
Bank of America 070112	7/1/2019	�	$	3,935,030	�
Bank of America 010113	1/1/2020	�	$	4,271,368	�
Bank of America 050113	5/1/2020	�	$	8,953,067	�
Bank of America 072114	8/1/2017	�	$	5,733,721	�
Bank of America 081914	8/31/2017	�	$	3,294,615	�
Bank of America 090514	10/1/2017	�	$	2,941,206	�
BB&T 010112	1/1/2019	�	$	9,739,996	�
BMO 080112	8/1/2019	�	$	4,945,649	�
Chase 040112	4/1/2015	�	$	4,422,094	�
Chase 040212	4/1/2015	�	$	1,541,240	�
Huntington 090111	9/1/2018	�	$	3,493,500	�
Huntington 100111	10/1/2018	�	$	1,762,868	�
Huntington 100211	10/1/2018	�	$	2,689,566	�
Huntington 110111	11/1/2018	�	$	3,599,105	�
Huntington 010112	1/1/2019	�	$	4,111,915	�
Huntington 060112	6/1/2019	�	$	3,892,464	�
Huntington 070112	7/1/2019	�	$	3,932,597	�
Peoples 122111	12/21/2019	�	$	1,438,814	�
RBS 120111	12/1/2014	�	$	1,710,530	�
RBS 050111	5/1/2018	�	$	3,456,242	�
RBS 060111	6/1/2018	�	$	2,601,214	�
RBS 070111	7/1/2018	�	$	5,222,617	�
RBS 080111	7/1/2018	�	$	876,123	�
RBS 010112	1/1/2019	�	$	728,715	�
RBS 030212	3/2/2019	�	$	3,056,445	�
RBS 040112	4/1/2019	�	$	3,082,007	�
RBS 050112	5/1/2019	�	$	4,642,698	�
Regions 050112	5/1/2015	�	$	3,350,753	�
Regions 070112	7/1/2015	�	$	5,692,197	�

�

Star 060112	6/1/2015	�	$	4,098,042	�
Star 060212	6/1/2015	�	$	1,325,639	�
SunTrust 030111	3/1/2018	�	$	2,530,536	�
SunTrust 040111	4/1/2018	�	$	5,951,575	�
SunTrust 050111	5/1/2018	�	$	4,258,159	�
SunTrust 010112	1/1/2019	�	$	4,732,297	�
SunTrust 010113	1/1/2020	�	$	3,877,058	�
SunTrust 030113	3/1/2020	�	$	8,838,158	�
US Bancorp 010112	1/1/2015	�	$	1,945,266	�
US Bancorp 020112	2/1/2015	�	$	410,313	�
Wells Fargo 040112	4/1/2015	�	$	5,963,800	�
Wells Fargo 050112	5/1/2015	�	$	3,420,089	�
Wells Fargo 061314	5/31/2017	�	$	5,659,637	�
Wells Fargo 062014	5/31/2017	�	$	5,659,637	�
Wells Fargo 063014	5/31/2017	�	$	5,659,462	�
Wells Fargo 071514	6/15/2017	�	$	5,659,855	�
Wells Fargo 073114	6/15/2017	�	$	5,734,541	�
Wells Fargo 090814	8/31/2017	�	$	2,941,322	�
Wells Fargo 092214	8/31/2017	�	$	2,941,322	�
Wells Fargo 100114	8/31/2017	�	$	5,882,691	�
Total	�	�	$	207,319,644	�

�

SCHEDULE 10.02

�

ADMINISTRATIVE AGENTS OFFICE,

�

CERTAIN ADDRESSES FOR NOTICES

�

BORROWER:

Celadon Group, Inc.

9503 East 33rd Street

Indianapolis, IN 46235

Attention:��Eric Meek

Telephone:��(317) 972-7000 x 2211

Facsimile:��(317) 890-9414

Electronic Mail:��[email protected]

Website Address:

www.celadontrucking.com

U.S. Taxpayer Identification Number:��13-3361050

�

ADMINISTRATIVE AGENT:

Administrative Agents Office

(for payments and Requests for Credit Extensions):

Bank of America, N.A.

901 Main St.

Dallas, TX��75202-3714

Attention:��Betty L. Canales

Telephone:��(972) 338-3762

Facsimile:��______________

Electronic Mail:��[email protected]

Account No.:

Ref:��________________

ABA#��026009593

�

Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

135 South LaSalle Street

IL4-135-09-61, Suite 954

Chicago, IL��60697

Attention:��Cara Guinta

Telephone:��(312) 828-3710

Facsimile:��(877) 207-2381

Electronic Mail:��[email protected]

�

L/C ISSUER:

Standby Letters of Credit:

Bank of America, N.A.

1 Fleet Way

Scranton, PA��18507

Attention:��Alfonso Malave

Telephone:��(570) 496-9622

Facsimile:��______________

Electronic Mail:��[email protected]

�

SWING LINE LENDER:

Bank of America, N.A.

901 Main St.

Dallas, TX��75202-3714

Attention:��Betty L. Canales

Telephone:��(972) 338-3762

Facsimile:��______________

Electronic Mail:��[email protected]

Account No.:

Ref:��________________

ABA#��026009593

�

EXHIBIT A

�

FORM OF COMMITTED LOAN NOTICE

�

Date:��___________, _____

To:	Bank of America, N.A., as Administrative Agent

�

Ladies and Gentlemen:

�

Reference is made to that certain Amended and Restated Credit Agreement, dated as of December 12, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among Celadon Group, Inc., a�Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

�

The undersigned hereby requests (select one):

�

A Borrowing of Committed Loans��A conversion or continuation of Committed Loans

�

On _______________ (a Business Day).

�

In the amount of $______________.

�

Comprised of __________________.

�

[Type of Committed Loan requested]

�

For Eurodollar Rate Loans:��with an Interest Period of��_____ months.

�

The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.

�

�CELADON GROUP, INC.
�	�
�By:	�
�Name:	�
�Title:	�

�

EXHIBIT B

�

FORM OF SWING LINE LOAN NOTICE

�

Date:��___________, _____

�

To:	Bank of America, N.A., as Swing Line Lender

�	Bank of America, N.A., as Administrative Agent

�

�	Ladies and Gentlemen:

�

The undersigned hereby requests a Swing Line Loan:

�

�On _______________________ (a Business Day).

�

In the amount of $__________________________.

�

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

�

�CELADON GROUP, INC.
�	�
�By:	�
�Name:	�
�Title:	�

�

EXHIBIT C

�

FORM OF NOTE

�

$_____________________

�

_______________________

FOR VALUE RECEIVED, the undersigned (Borrower), hereby promises to pay to _____________________ or registered assigns (Lender), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Amended and Restated Credit Agreement, dated as of December 12, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

�

Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.��Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at Administrative Agents Office.��If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

�

This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein.��This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral.��Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement.��Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

�

Borrower, for itself, its successors and assigns, and all endorsers, guarantors, sureties and accommodation parties hereby severally waive diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note and all other demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Note, and assents to any extension or postponement of the time of payment or any other indulgence.��Borrower hereby waives the benefit of all valuation and appraisement laws.

�

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF INDIANA.

�

�CELADON GROUP, INC.
�	�
�By:	�
�Name:	�
�Title:	�

�

LOANS AND PAYMENTS WITH RESPECT THERETO

�

Date	Type of Loan Made	Amount of Loan Made	End of Interest Period	Amount of Principal or Interest Paid This Date	Outstanding Principal Balance This Date	Notation Made By
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�
�	�	�	�	�	�	�

�

EXHIBIT D

�

FORM OF COMPLIANCE CERTIFICATE

�

Financial Statement Date: _________________,

To:��Bank of America, N.A., as Administrative Agent

�

Ladies and Gentlemen:

�

Reference is made to that certain Amended and Restated Credit Agreement, dated as of December 12, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among Celadon Group, Inc., a Delaware corporation (Borrower), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

�

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________ of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and that:

�

[Use following paragraph 1 for fiscal year-end financial statements]

�

1.��Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

�

[Use following paragraph 1 for fiscal quarter-end financial statements]

�

1.��Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Borrower ended as of the above date.��Such financial statements fairly present the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

�

2.��The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Borrower during the accounting period covered by such financial statements.

�

3.��A review of the activities of Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period Borrower performed and observed all its Obligations under the Loan Documents, and to the best knowledge of the undersigned during such fiscal period, Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.

�

4.��The representations and warranties of Borrower contained in Article 5 of the Agreement, and/or any representations and warranties of Borrower or any other Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

�

5.��The financial covenant analyses and information set forth on Schedules 2 and 3 attached hereto are true and accurate on and as of the date of this Certificate.

�

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ________________, _______.

�

�CELADON GROUP, INC.
�	�
�By:	�
�Name:	�
�Title:	�

�

For the Quarter/Year ended ___________________(Statement Date)

SCHEDULE 2

to the Compliance Certificate

�

I.�SECTION 6.12(A) LEASE-ADJUSTED�TOTAL�DEBT�TO�EBITDAR�RATIO.	�
�� A. Lease-Adjusted Total Debt�	�
1.�TOTAL INDEBTEDNESS:	$
2.�PLUS�OPERATING�LEASE�OBLIGATIONS:	$
3.�LEASE-ADJUSTED TOTAL DEBT (I.A.1 PLUS I.A.2):	$
B.�EBITDAR	�
1.�CONSOLIDATED NET INCOME:	$
2.�PLUS LOSS FROM DISCOUNTED OPERATIONS AND�EXTRAORDINARY ITEMS:	$
3.�MINUS�INCOME FROM�DISCOUNTED OPERATIONS AND EXTRAORDINARY ITEMS:	($��)
4.�PLUS�EXTRAORDINARY NON-CASH CHARGES	$
5.�PLUS INCOME TAX EXPENSE:	$
6.�PLUS�INTEREST�EXPENSE:	$
7.�TOTAL (EBIT):	$
8.�PLUS�DEPRECIATION�AND�AMORTIZATION:	$
9.�PLUS RENT EXPENSE:	$
10.�PRO FORMA BASIS ADJUSTMENTS (DESCRIBED ON�SCHEDULE 2A)	$
11.�TOTAL (EBITDAR):	$
C.�Lease-Adjusted Total Debt to EBITDAR Ratio (Line I.A.3 to I.B.11): �� _________ to 1	�
D.�Maximum not to exceed:�� 4.00 to 1.00	�
II.�Section 6.12(b) Fixed Charge Coverage Ratio.	�
A.�Numerator	�
1.�EBITDAR: (from Line I.B.11 above)	$
2.�minus�dividends and distributions to shareholders declared or paid:	$
3.�Total Numerator (II.A.1 minus II.A.2):	$
B.�Denominator	�
1.�Interest expense:	$
2.�plus�cash taxes	$
3.�plus�scheduled principal payments of Indebtedness	$
4.�plus Rent Expense:	$
5.�Total Denominator (II.B. 1 plus II.B.2 plus�II.B.3 plus�II.B.4):	$
C.�Fixed Charge Coverage Ratio (II.A.3 to II.B.5): ��_________ to 1	�
D.�Minimum Required:� 1.00 to 1	�
III.� SECTION 6.12(D) -�MINIMUM�ASSET�COVERAGE�RATIO	�
�� 1. NET BOOK VALUE OF ACCOUNTS RECEIVABLE LESS THAN 90 DAYS	�
2.�plus 70% of the net book value tractors and trailers constituting part of the Collateral not subject to any lien	$
3.�Total Assets	$
4.�Total Outstandings	$
5.�Ratio of (3) to (4)�to 1	�
6.�Minimum required 1.10 to 1	�

�

SCHEDULE 2 A

PRO FORMA BASIS ADJUSTMENTS

�

None.

�

EXHIBIT E

�

FORM

�

ASSIGNMENT AND ASSUMPTION

�

This Assignment and Assumption (this Assignment and Assumption) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an]��Assignor) and [the][each] Assignee identified in item 2 below ([the][each, an] Assignee). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.].��Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the Credit Agreement), receipt of a copy of which is hereby acknowledged by the Assignee.��The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

�

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of [the Assignors][the respective Assignors] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto in the amount[s] and equal to the percentage interest[s] identified below of all the outstanding rights and obligations under the respective facilities identified below (including, without limitation, the Letters of Credit and Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as, [the][an] Assigned Interest).��Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

�

1.��Assignor[s]:��______________________________

[Assignor [is] [is not] a Defaulting Lender.]

2.��Assignee[s]:��______________________________ for each Assignee, indicate [Affiliate] [Approved Fund] of [identify Lender]]

3.��Borrower(s):��______________________________

�

4.��Administrative Agent: Bank of America, N. A., as administrative agent under the Credit Agreement

Credit Agreement:

Amended and Restated Credit Agreement, dated as of December 12, 2014, among Celadon Group, Inc., the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

6.��Assigned Interest[s]:

Assignor[s]	Assignee[s]	Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans	CUSIP No.
�	�	�	�	�	�	�
�	�	_____________	$________________	$________________	______________%	_____________
�	�	_____________	$________________	$________________	______________%	_____________
�	�	_____________	$________________	$________________	______________%	_____________

�

[7.��Trade Date:��__________________]

�

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

�

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By: _____________________________

��Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By: _____________________________

��Title:

[Consented to and] Accepted:

Bank of America, N. A., as

��Administrative Agent

By: _________________________________

��Title:

[Consented to:]

By: _________________________________

��Title:

�

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

�

STANDARD TERMS AND CONDITIONS FOR

�

ASSIGNMENT AND ASSUMPTION

�

1.��Representations and Warranties.

�

1.1.��Assignor.��[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

�

1.2.��Assignee.��[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section [__] thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest��(vi) it has independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

�

2.��Payments.��From and after the Effective Date, Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.��Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the] [the relevant] Assignee.

�

3.��General Provisions.��This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.��This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.��Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.��This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Indiana.

�

EXHIBIT F

�

FORM OF ADMINISTRATIVE QUESTIONNAIRE

�

Not applicable.

�

EXHIBIT G

�

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Credit Agreement dated as of [��] (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among [��], and each lender from time to time party thereto.

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN.��By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER] �
By:��_______________________
�	Name:��________________________
�	Title:��________________________

Date: ________ __, 20[��]

�

EXHIBIT G

�

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

�
�

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN.��By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT] �
By:��_______________________
�	Name:��________________________
�	Title:��________________________

Date: ________ __, 20[��]

�

EXHIBIT G

�

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

�

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partners/members beneficial owners that is claiming the portfolio interest exemption.��By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF PARTICIPANT]
� By:��_______________________
�	Name:��________________________
�	Title:��________________________

Date: ________ __, 20[��]

�

EXHIBIT G

�

FORM OF

U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

�
�

Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partners/members beneficial owners that is claiming the portfolio interest exemption.��By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]
� By:��_______________________
�	Name:��________________________
�	Title:��________________________

Date: ________ __, 20[��]

�

EXHIBIT H

�

FORM OF

NOTICE OF LOAN PREPAYMENT

Date:��[___________, _____]

TO:�� Bank of America, N.A., as lender (the Lender)

RE:

Credit Agreement, dated as of ________________, 2014, by and among Celadon Group, Inc., a Delaware corporation (the Borrower), and the Lender as Administrative Agent, Swing Line Lender and L/C Issuer and the other Lenders party thereto (as amended, modified, extended, restated, replaced, or supplemented from time to time, the Credit Agreement; capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement).

DATE:��[Date]

The Borrower hereby notifies the Lender that on _____________ pursuant to the terms of Section 2.05 (Prepayments) of the Credit Agreement, the Borrower intends to prepay/repay the following Loans as more specifically set forth below:

��o��Optional prepayment of [Describe Loans] in the following amount(s):

�o�Eurodollar Rate Loans: $______________________��

Applicable Interest Period:� __________________��

o��Base Rate Loans:��$______________________��

[�o�Eurocurrency Rate Loans: $______________________��

In the following Alternative Currency:�______________________��

Applicable Interest Period:��______________________�]

Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission (e.g. pdf or tif) shall be effective as delivery of a manually executed counterpart of this notice.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

�

�CELADON GROUP, INC.
�	�
�By:	�
�Name:	�
�Title:	�

�

�

Exhibit 31.1

�

I, Paul A. Will, certify that:

�

1.	I have reviewed this Form 10-Q of Celadon Group, Inc.;

�

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

�

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

�

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

�

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

�

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

�

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

�

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

�

Date:��February 9, 2015	/s/Paul A. Will
�	Paul A. Will
�	President and Chief Executive Officer (Principal Executive Officer)

�

�

Exhibit 31.2

I, Leslie A. Tarble, certify that:

�

1.	�I have reviewed this Form 10-Q of Celadon Group, Inc.;

�

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

�

(a)

�

(b)

�

(c)

�

(d)

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):

�

(a)

�

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

�

Date:��February 9, 2015	/s/Leslie A. Tarble
�	Leslie A. Tarble
�	Vice President, Treasurer, and Principal Financial Officer

�

Exhibit 32.1

�

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

�

In connection with the Quarterly Report of Celadon Group, Inc., a Delaware corporation (the "Company"), on Form 10-Q for the period ending December 31,�2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul A. Will, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. � 1350, as adopted pursuant to � 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

�	/s/Paul A. Will
�	Paul A. Will
�	President and Chief Executive Officer
�	�
�	�
Date:��February 9, 2015	�

A signed original of this written statement required by Section 906 has been provided to Celadon Group, Inc. and will be retained by Celadon Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

�

Exhibit 32.2

�

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

�

In connection with the Quarterly Report of Celadon Group, Inc., a Delaware corporation (the "Company"), on Form 10-Q for the period ending December 31,�2014 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Leslie A. Tarble, Vice President, Treasurer, and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. � 1350, as adopted pursuant to � 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

�

�	/s/Leslie A. Tarble
�	Leslie A. Tarble
�	Vice President, Treasurer, and Principal Financial Officer
�	�
�	�
Date:��February 9, 2015	�