40,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among ALARM FUNDING, LLC, LENDERS PARTY HERETO and FCC, LLC, As Agent Dated as of May 25, 2007

Exhibit 10.9

$40,000,000 REVOLVING CREDIT FACILITY

CREDIT AGREEMENT

by and among

ALARM FUNDING, LLC,

LENDERS PARTY HERETO

and

FCC, LLC, As Agent

Dated as of May 25, 2007

TABLE OF CONTENTS

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LIST OF SCHEDULES AND EXHIBITS

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT is dated as of May 25, 2007, and is made by and among ALARM FUNDING, LLC, a Delaware limited liability company (“Borrower”), Lenders (as hereinafter defined), and FCC, LLC, a Florida limited liability company, in its capacity as agent for Lenders under this Agreement (hereinafter referred to in such capacity as “Agent”).

WITNESSETH:

WHEREAS, Borrower has requested Lenders to provide a revolving credit facility in a principal amount not to exceed $40,000,000; and

WHEREAS, the revolving credit facility shall be used: (a)  to finance Permitted Acquisitions, (b) for general corporate purposes, (c) to repay up to $30,000,000 of Borrower’s debt to Whitecap (US) Fund I, L.P., and (d) for working capital; and

WHEREAS, Lenders are willing to provide such credit upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties, in consideration of their mutual covenants and agreements hereinafter set forth, and intending to be legally bound hereby, covenant and agree as follows:

1.             CERTAIN DEFINITIONS

1.1          Certain Definitions.

In addition to words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, respectively, unless the context clearly requires otherwise:

ACH shall mean Automated Clearing House or any successor reasonably acceptable to Agent.

Affiliate as to any Person shall mean any other Person:  (a) which directly or indirectly controls, is controlled by, or is under common control with such Person, (b) which beneficially owns or holds 5% or more of any class of the voting or other equity interests of such Person, or (c) 5% or more of any class of voting interests or other equity interests of which is beneficially owned or held, directly or indirectly, by such Person.  Control, as used in this definition, shall mean 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 ownership of voting securities, by contract or otherwise, including the power to elect a majority of the directors or trustees of a corporation or trust, as the case may be.  Notwithstanding the foregoing, in the event that Whitecap forms an entity as described in Section 10.18 [Related Entities] and under the conditions set forth therein, such entity shall be deemed not to be an Affiliate of Borrower for purposes of this definition.

Agent shall mean FCC, LLC and its successors and assigns.

Agreement shall mean this Credit Agreement, including all schedules and exhibits.

Alarm System shall mean all electronic or other wiring, sensors, detectors, relays, controls, transmitters, sirens and other equipment provided to Borrower’s customers.

Annual Fee shall mean the fee referred to in Section 2.3 [Annual Fees].

Annual Statements shall have the meaning assigned to that term in Section 5.1.9(a) [Historical Statements].

Anti-Terrorism Laws shall mean any Laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the Laws comprising or implementing the Bank Secrecy Act, and the Laws administered by the United States Treasury Department’s Office of Foreign Asset Control.

Applicable Margin shall mean 3.00% per annum; provided, however, that in the event that the Annual Attrition Rate exceeds 13%, the Applicable Margin shall be increased by 0.25% for each 0.5% that the Annual Attrition Rate exceeds 13% (rounding up to the nearest 0.5%); provided further that the Applicable Margin shall not exceed 4.00%.   The Applicable Margin shall be recomputed as of the end of each month ending after the Closing Date based on the Annual Attrition Rate as of such month end.  Any increase or decrease in the Applicable Margin computed as of a month end shall be effective on the date on which the Compliance Certificate evidencing such computation is due to be delivered under Section 7.3.4 [Certificate of Borrower].

If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, Borrower determines or Agent or the Lenders determine and provide reasonable support that (i) the Annual Attrition Rate as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Annual Attrition Rate would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Agent for the account of the Lenders, promptly on demand by 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 Agent or any Lender), 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 Agent or any Lender, as the case may be, under Section 3.3[Interest After Default] or 8 [Default].  Borrower’s obligations under this paragraph shall survive the termination of the Revolving Credit Commitments and the repayment of all other Obligations hereunder.

Approved Central Stations shall mean (a) any third party monitoring central  stations acceptable to Agent in its reasonable discretion as evidenced in writing and (b) SAI’s Illinois and Florida central stations, provided that each central station has delivered to Agent a fully-executed Assignment and Modification Agreement.

Approved Credit Score shall mean a credit score provided by a Credit Bureau Provider.

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Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement by and among a Purchasing Lender, a Transferor Lender and Agent, as Agent and on behalf of the remaining Lenders, substantially in the form of Exhibit 1.1(A)(1).

Assignment and Modification Agreement shall mean an Assignment and Modification Agreement by and among Agent, Borrower and an Approved Central Station, substantially in the form of Exhibit 1.1(A)(2) but without respect to those provisions specific to the relationship with SAI.

Attrition Rate shall mean the annualized ratio of (a) to (b), expressed as a percentage, each without duplication:

(a)           (i)            all RMR that cancelled or failed to renew, plus,

(ii)           all RMR with balances more than 90 days past Due Date, minus the previous month’s RMR with balances more than 90 days past Due Date, plus

(iii)          all RMR rate decreases, divided by

(b)           all RMR with balances 90 days or less past Due Date.

The “Annual Attrition Rate” shall be calculated as of the last day of each calendar month for the 12 months then ended and reported as a monthly average commencing on the Closing Date; provided, however, that the Annual Attrition Rate calculated as of the last day of (t) May 2007 shall be calculated for the 6 months then ended, (u) June 2007 shall be calculated for the 7 months then ended, (v) July 2007 shall be calculated for the 8 months then ended, (w) August 2007 shall be calculated for the 9 months then ended, (x) September 2007 shall be calculated for the 10 months then ended, (y) October 2007 shall be calculated for the 11 months then ended, and (z) November 2007 shall be calculated for the 12 months then ended, and in each case reported as a monthly average. The “Quarterly Attrition Rate” shall be calculated as of the last day of each calendar month for the 3 months then ended and reported as an annualized monthly average commencing on the Closing Date.  For example, if the Attrition Rate for the first month is 0.75% and the Attrition Rate for each of the next 2 months is 1.5%, then the average for such 3 month period is 1.25% and the Attrition Rate on an annualized basis is 15%.

Augmenting Lender shall have the meaning set forth in Section 2.9 [Increase in Revolving Credit Commitments].

Augmenting Lender Joinder shall have the meaning set forth in Section 2.9 [Increase in Revolving Credit Commitments].

Authorized Officer shall mean those individuals, designated by written notice to Agent from Borrower, authorized to execute notices, reports and other documents on behalf of Borrower required hereunder.  Borrower may amend such list of individuals from time to time by giving written notice of such amendment to Agent.

Availability shall mean, as of any date of determination, (a) the lesser of (i) the Revolving Credit Commitments or (ii) the Borrowing Base, minus (b) the Revolving Facility Usage.

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Base Rate shall mean a fluctuating interest rate per annum equal at all times to the sum of (a) the rate of interest announced publicly from time to time by The Wall Street Journal, Money Rates section, as the “prime rate” (currently defined as the base rate on corporate loans posted by at least seventy five percent (75%) of the nation’s thirty (30) largest banks), which rate may not be the lowest or best rate at which the Agent or Lenders calculate interest or extend credit, plus (b) 0.5%.  In the event that The Wall Street Journal quotes more than one rate, or a range of rates, as the prime rate, then the Base Rate shall mean the average of the quoted rates.  In the event that The Wall Street Journal ceases to publish a prime rate, then the Base Rate shall be the average of the three (3) largest U.S. money center commercial banks, as determined by Agent.  Each change in the fluctuating interest rate shall take effect for purposes of calculating interest hereunder simultaneously with the corresponding change in the prime rate.

Blocked Accounts shall have them meaning assigned to such term in Section 7.1.17 [Establishment of a Lockbox Account; Dominion Account].

Blocked Person shall have the meaning assigned to such term in Section 5.1.17 [Anti-Terrorism Laws].

Borrower shall mean Alarm Funding, LLC, a Delaware limited liability company.

Borrowing Base shall mean, as of any date of determination, the amount equal to the sum of (a) the product of 23 multiplied by the Eligible RMR (other than the Puerto Rican Eligible RMR) plus (b) the lesser of (i) 10 multiplied by the Puerto Rican Eligible RMR and (ii) $1,500,000, all as calculated with reference to the most recent Borrowing Base Certificate acceptable to Agent and otherwise in accordance with this Agreement; provided, however, the Borrowing Base shall not (x) on the Closing Date, exceed the aggregate amount of Subordinated Debt as of such date, or (y) as of any date of determination after the Closing Date, exceed twice the aggregate amount of Subordinated Debt as of such date; provided further that until Borrower’s year-end reviewed and segregated financial statements for the fiscal year ending December 31, 2006 are received by Agent in form and substance satisfactory to Agent, the Borrowing Base shall not exceed $30,000,000.

Borrowing Base Certificate shall mean the certificate to be delivered by Borrower in accordance with Section 7.3.5 [Borrowing Base Certificate].

Borrowing Date shall mean, with respect to any Revolving Credit Loan, the date for the making thereof or the renewal thereof, which shall be a Business Day.

Business Day shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed for business in New York, New York, and if the applicable Business Day relates to any Revolving Credit Loan to which the Euro-Rate applies, such day must also be a day on which dealings are conducted in the London interbank market.

Cash Flow from Operations for any period of determination shall mean, without duplication:  (a) the sum of net income and, to the extent deducted in determining net income, depreciation, amortization, interest expense and income tax expense, minus (b) the sum of non-cash credits to net income, in each case of Borrower determined in accordance with GAAP.

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CIP Regulations shall have the meaning assigned to that term in Section 9.18 [No Reliance on Agent’s Customer Identification Program].

Closing Date shall mean May 25, 2007.

Collateral shall mean the Pledged Collateral and the UCC Collateral.

Collateral Agent shall have the meaning assigned to that term in Section 8.2.5(b) [Collateral Sharing].

Collateral Assignment of Contracts   shall mean the Collateral Assignment of Contracts in the form of Exhibit 1.1(C)(1).

Collateral Documents shall have the meaning assigned to that term in Section 8.2.5(b) [Collateral Sharing].

Collateral Servicer shall mean Iron Mountain Information Management, Inc., or such other custodian as Agent may select in its sole discretion.

Commercial Security Alarm Contract shall mean a Security Alarm Contract where the customer is a business or other legal entity (other than an Official Body) and the alarm monitoring service to be provided thereunder is for commercial, but not residential, use.

Compliance Certificate shall have the meaning assigned to such term in Section 7.3.4 [Certificate of Borrower].

Contamination shall mean the presence or release or threat of release of Regulated Substances in, on, under or emanating to or from the Property, which pursuant to Environmental Laws requires notification or reporting to an Official Body, or which pursuant to Environmental Laws requires the investigation, cleanup, removal, remediation, containment, abatement of or other response action or which otherwise constitutes a violation of Environmental Laws.

Credit Bureau Provider shall mean a company that maintains an accessible database for monitoring the credit activity of Persons and provides a numerical credit score using a credit risk assessment system that is in each case reasonably acceptable to Agent. Agent agrees that the following companies, databases and systems are acceptable:  (a) Equifax Beacon ranging from 500 to 850 for residential customers, and (b) Dun & Bradstreet ranging from 0 to 5 for commercial customers.

Credit Documents shall mean this Agreement, the Collateral Assignment of Contracts, the Assignment and Modification Agreement, any Revolving Credit Note, the Pledge Agreement, the Security Agreement, the Guaranty Agreement (Anti-Fraud), the Subordination Agreement, the Nonsolicitation Agreements, the deposit account control agreements, and any other instruments, certificates or documents delivered or contemplated to be delivered hereunder or thereunder or in connection herewith or therewith, as the same may be supplemented or amended from time to time in accordance herewith or therewith, and Credit Document shall mean any of the Credit Documents.

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Dealer Program shall mean a program pursuant to which Borrower acquires from third parties on a regular periodic basis Security Alarm Contracts.

Dollar, Dollars, U.S. Dollars and the symbol $ shall mean lawful money of the United States of America.

Due Date shall mean the invoice date or if not available the last day of the month in which the service being billed is to be rendered.  In the case of customer accounts paid by automated clearing house, electronic funds transfer, or credit card, the “Due Date” is assumed to be the first day of each month.

EFT shall mean electronic funds transfer.

Eligible RMR shall mean, as of the date of determination, the RMR attributable to each customer of Borrower that is party to a Security Alarm Contract, is subject to a  Prior Security Interest in favor of Agent, is deemed acceptable by Agent, in its commercially reasonable discretion, and satisfies each of the following minimum criteria:

(a)           no RMR shall be more than 90 days past any Due Date;

(b)           each customer evidenced by a Residential Security Alarm Contract must be the owner of the residence and must have an Approved Credit Score greater than 625; provided, however, that up to 10% of Eligible RMR can be, on an aggregate basis, from customers evidenced by Residential Security Alarm Contracts each of whom is the owner of the residence and has an Approved Credit Score equal to or less than 625 but greater than 600;

(c)           at least 80% of Eligible RMR consists of RMR attributable to customers who pay via pre-arranged ACH, EFT or credit card payments;

(d)           neither the customer nor any guarantor thereof is employed by, related to or an Affiliate of Borrower;

(e)           to the best of Borrower’s knowledge, neither the customer nor any guarantor thereof is subject to or restricted by any Insolvency Proceeding;

(f)            all RMR associated with the customer shall be clearly described in the underlying Security Alarm Contract, excluding only subsequent price increases and additional services, provided that the description set forth in the form of Security Alarm Contract attached hereto as Exhibit 1.1(E) is deemed acceptable;

(g)           to the best of Borrower’s knowledge, all amounts and information appearing in the underlying Security Alarm Contract or furnished to Agent in connection therewith are true and correct and undisputed by the customer or any guarantor thereof;

(h)           Borrower and the customer and any guarantor thereof are not engaged in any proceeding regarding nonpayment by the customer;

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(i)            no condition exists that materially or adversely affects the value of the customer or jeopardizes any security therefor and to the actual knowledge of Borrower, the customer has no claim to any defense, set off or counter claim;

(j)            customer payments are made in Dollars or, in the case of customers located in Canada, Canadian dollars;

(k)           the Security Alarm Contract and the RMR are not subject to any Lien, other than Permitted Liens;

(l)            the customer complies with all of Borrower’s underwriting guidelines as set forth on Exhibit 7.2.21, in addition to the Minimum Commercial Underwriting Guidelines if the customer is party to a Commercial Security Alarm Contract;

(m)          the customer is monitored at an Approved Central Station;

(n)           the customer has not prepaid more than 10 months of RMR;

(o)           all periods during which the customer can rescind the contract have expired without notice of rescission; and

(p)           not more than 5% of Eligible RMR shall consist of RMR attributable to customers located in Canada, and not more than 10% of Eligible RMR shall consist of RMR attributable to customers located in Puerto Rico.

Environmental Complaint shall mean any written complaint by any Person or Official Body setting forth a cause of action for personal injury or property damage, natural resource damage, contribution or Indemnity for response costs, civil or administrative penalties, criminal fines or penalties, or declaratory or equitable relief arising under any Environmental Laws or any order, notice of violation, citation, subpoena, request for information or other written notice or demand of any type issued by an Official Body pursuant to any Environmental Laws.

Environmental Laws shall mean all federal, state, local and foreign Laws and any consent decrees, settlement agreements, judgments, orders, directives, policies or programs issued by or entered into with an Official Body pertaining or relating to:  (a) pollution or pollution control; (b) protection of human health or the environment; (c) employee safety in the workplace; (d) the presence, use, management, generation, manufacture, processing, extraction, treatment, recycling, refining, reclamation, labeling, transport, storage, collection, distribution, disposal or release or threat of release of Regulated Substances; (e) the presence of Contamination; (f) the protection of endangered or threatened species; and (g) the protection of Environmentally Sensitive Areas.

Environmentally Sensitive Area shall mean:  (a) any wetland as defined by applicable Environmental Laws; (b) any area designated as a coastal zone pursuant to applicable Laws, including Environmental Laws; (c) any area of historic or archeological significance or scenic area as defined or designated by applicable Laws, including Environmental Laws; (d) habitats of endangered species or threatened species as designated by applicable Laws, including

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Environmental Laws; or (e) a floodplain or other flood hazard area as defined pursuant to any applicable Laws.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

ERISA Group shall mean, at any time, Borrower and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control and all other entities which, together with Borrower, are treated as a single employer under Section 414 of the Internal Revenue Code.

Escrow Agreement shall mean that certain escrow agreement among Agent, Borrower and the Collateral Servicer.

Euro-Rate shall mean, with respect to the Revolving Credit Loans to which the Euro-Rate applies for any Interest Period, an interest rate per annum equal to the interest rate per annum (rounded upwards, if necessary, to the nearest 1/8th of 1%) reported at such time on Telerate Access Service Page 3750 (British Bankers Association Settlement Rate) as the London Interbank Offered Rate for United States dollar deposits having a term of thirty (30) days and in a principal amount of $1,000,000.00 or more (or, if such page shall cease to be publicly available or, if the information contained on such page, in Agent’s sole judgment, shall cease to be accurately reflect such London Interbank Offered Rate, such rate as reported by any publicly available recognized source of similar market data selected by Agent that, in Agent’s reasonable judgment, accurately reflects such London Interbank Offered Rate).  The Euro-Rate shall be initially calculated on the date it becomes effective and shall be recalculated by Agent on each regularly-scheduled payment date thereafter, notwithstanding that such recalculation date is more or less than thirty (30) days from the previous calculation date.  If the recalculation date falls on a date upon which Agent is not open for business, the recalculation shall occur on the last Business Day prior to such recalculation date.  The specified Euro-Rate shall apply daily or until the next Business Day when a new Euro-Rate is established.  Agent shall give prompt notice to Borrower of the Euro-Rate as determined or adjusted in accordance herewith, which determination shall be conclusive absent manifest error.  Notwithstanding the foregoing, in no event shall the Euro-Rate be less than 4.25%.

Event of Default shall mean any of the events described in Section 8.1 [Events of Default] and referred to therein as an “Event of Default,” provided, however, that any Borrower default described in Section 8.1.3 [Breach of Negative Covenants or Visitation Rights or Account Control Agreements] or Section 8.1.4 [Breach of Other Covenants] directly resulting from FCC, LLC’s gross negligence or wilful misconduct in the performance of its obligations under the Servicing Agreement shall not constitute an Event of Default for purposes of this definition, provided further, however, that such limitation shall not apply in the event that the information provided by Borrower to FCC, LLC for the performance of such obligations under the Servicing Agreement was materially inaccurate, false, or misleading.

Executive Order No. 13224 shall mean the Executive Order No. 13224 on Terrorist Financing,  effective September 24, 2001.

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Expense Deposit shall mean the $50,000 initial deposit previously made by Borrower to Agent to defray a portion of Agent’s costs and expenses incurred in connection with:  (a) Agent’s financial, legal and collateral due diligence and (b) the preparation of the Credit Documents.

Expiration Date shall mean May 25, 2012.

Federal Funds Effective Rate for any day shall mean the rate per annum (based on a year of 360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any successor) on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank (or any successor) in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of the date of this Agreement; provided, if such Federal Reserve Bank (or its successor) does not announce such rate on any day, the “Federal Funds Effective Rate” for such day shall be the Federal Funds Effective Rate for the last day on which such rate was announced.

Financial Projections shall have the meaning assigned to that term in Section 5.1.9(b) [Financial Projections].

Fixed Charges shall mean for any period of determination the sum of interest expense, income taxes, scheduled principal installments on Indebtedness (for purposes of this definition, voluntary and mandatory prepayments shall be considered scheduled principal installments on Indebtedness), capital expenditures (excluding that portion of capital expenditures financed by a Person other than Lenders to the extent the Indebtedness associated therewith is incurred in accordance with the terms hereof and amounts related to Permitted Acquisitions to the extent consummated in accordance with the terms hereof) and payments under capitalized leases, in each case of Borrower determined in accordance with GAAP.

Fixed Charge Coverage Ratio shall mean the ratio of Cash Flow from Operations to Fixed Charges.

Funded Debt shall mean as of any date of determination the total Indebtedness of Borrower for borrowed money.

GAAP shall mean generally accepted accounting principles as are in effect from time to time, subject to the provisions of Section 1.3 [Accounting Principles], and applied on a consistent basis both as to classification of items and amounts.

Guaranty of any Person shall mean any obligation of such Person guaranteeing or in effect guaranteeing any liability or obligation of any other Person in any manner, whether directly or indirectly, including any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.

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Guaranty Agreement (Anti-Fraud) shall mean the Limited Fraud Guaranty Agreement in substantially the form of Exhibit 1.1(G) executed and delivered by SAI to Agent for the benefit of Lenders.

Increasing Lender shall have the meaning set forth in Section 2.9 [Increase in Revolving Credit Commitments].

Increasing Lender Joinder shall have the meaning set forth in Section 2.9 [Increase in Revolving Credit Commitments].

Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of:  (a) borrowed money, seller notes or seller holdbacks, (b) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (c) reimbursement obligations (contingent or otherwise) under any letter of credit, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (d) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operations or capital requirements (but not including trade payables and accrued expenses incurred in the ordinary course of business which are not represented by a promissory note or other evidence of indebtedness and which are not more than 60 days past due), or (e) any Guaranty of Indebtedness for borrowed money.

Ineligible Security shall mean any security which may not be underwritten or dealt in by member banks of the Federal Reserve System under Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

Insolvency Proceeding shall mean, with respect to any Person, (a) a case, action or proceeding with respect to such Person:  (i) before any court or any other Official Body under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator (or similar official) of any Person or otherwise relating to the liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of such Person’s creditors generally or any substantial portion of its creditors; undertaken under any Law.

Interest Period shall mean one Month.  Such Interest Period shall commence on the effective date, which shall be:  (a) the Borrowing Date if Borrower is requesting new Revolving Credit Loans, or (b) the date of renewal of the Euro-Rate if Borrower is renewing the Euro-Rate applicable to outstanding Revolving Credit Loans.  Notwithstanding the second sentence hereof:  (i) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) Borrower shall not renew an Interest Period for any portion of the Revolving Credit Loans that would end after the Expiration Date.

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Internal Revenue Code shall mean the Internal Revenue Code of 1986, as the same may be amended or supplemented from time to time, and any successor statute of similar import, and the rules and regulations thereunder, as from time to time in effect.

Labor Contracts shall mean all employment agreements, employment contracts, collective bargaining agreements and other agreements among Borrower and its employees.

Law shall mean any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, injunction, writ, decree, bond, judgment, authorization, approval, lien, award by or settlement agreement with any Official Body, including any of the foregoing Laws relating to do-not-call regulations, as any of the foregoing Laws from time to time may be amended, renewed, extended or replaced.

Lenders shall mean the financial institutions named on Schedule 1.1(B) and their respective successors and assigns as permitted hereunder, each of which is referred to as a Lender.

Lien shall mean any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists at the time of the filing).

Material Adverse Change shall mean any set of circumstances or events which:  (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any Credit Document or the Collateral, (b) is or could reasonably be expected to be material and adverse to the business, properties, assets, or financial condition of Borrower, (c) impairs materially or could reasonably be expected to impair materially the ability of Borrower to duly and punctually pay or perform its Indebtedness, or (d) impairs materially or could reasonably be expected to impair materially the ability of Agent or any Lender, to the extent permitted, to enforce their legal remedies pursuant to any Credit Document.

Membership Interests shall have the meaning assigned to such term in Section 5.1.2 [Subsidiaries].

Minimum Commercial Underwriting Guidelines shall mean the following criteria with respect to any Commercial Security Alarm Contract:  (a) the customer has been in business for a minimum of 12 months, (b) the Commercial Security Alarm Contract is co-signed or guarantied by the owner/operator of customer, and (c) the owner/operator of the customer is a homeowner and has an Approved Credit Score greater than 600.

Month, with respect to an Interest Period under the Euro-Rate, shall mean the interval between the days in consecutive calendar months numerically corresponding to the first day of such Interest Period.  If any Euro-Rate Interest Period begins on a day of a calendar month for which there is no numerically corresponding day in the month in which such Interest Period is to end, the final month of such Interest Period shall be deemed to end on the last Business Day of such final month.

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Net Worth shall mean as of any date of determination total owners’ equity of Borrower determined in accordance with GAAP.

Nonsolicitation Agreements shall mean the Nonsolicitation Agreements in substantially the forms of Exhibit 1.1(N)(1), (2) and (3) executed by Borrower, each member of Borrower, and each member of the Senior Management Team, respectively, and delivered to Agent for the benefit of Lenders.

Notices shall have the meaning assigned to that term in Section 10.6 [Notices].

Obligation shall mean any obligation or liability of Borrower to Agent or any Lender, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, under or in connection with this Agreement or any other Credit Document.

Official Body shall mean any national, federal, state, local or other government or political subdivision or any agency, authority, board, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

Organizational Documents shall mean: (i) with respect to any corporation, its certificate or articles of incorporation or organization, and its by-laws, (ii) with respect to any limited partnership, its certificate of limited partnership, and its partnership agreement, (iii) with respect to any general partnership, its partnership agreement, and (iv) with respect to any limited liability company, its articles or certificate of organization or formation, and its operating agreement; and in each case, any modifications thereto pursuant to Section 1.2.8 [Modifications to Documents, Notes and Laws].  In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

Original Currency shall have the meaning assigned to such term in Section 4.9.1 [Currency Conversion Procedures for Judgments].

Origination Fee shall mean the fee referred to in Section 2.4 [Origination Fees].

Other Currency shall have the meaning assigned to such term in Section 4.9.1 [Currency Conversion Procedures for Judgments].

Other Taxes shall have the meaning assigned to such term in Section 4.8.2 [Stamp Taxes].

Partnership Interests shall have the meaning assigned to such term in Section 5.1.3 [Subsidiaries].

PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor.

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Permitted Acquisitions  shall have the meaning assigned to such term in Section 7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions].

Permitted Investments shall mean:

(a)           direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in 12 months or less from the date of acquisition;

(b)           commercial paper maturing in 180 days or less rated not lower than A-1, by Standard & Poor’s or P-1 by ▇▇▇▇▇’▇ Investors Service, Inc. on the date of acquisition; and

(c)           demand deposits, time deposits or certificates of deposit maturing within one year in commercial banks whose obligations are rated A-1, A or the equivalent or better by Standard & Poor’s on the date of acquisition.

Permitted Liens shall mean:

(a)           Liens for taxes, assessments or similar charges, incurred in the ordinary course of business and which are not yet due and payable;

(b)           Liens in favor of Agent for the benefit of Lenders securing the Obligations;

(c)           Liens on property leased by Borrower under capital and operating leases permitted in Section 7.2.15 [Capital Expenditures and Leases] securing obligations of Borrower to the lessor under such leases;

(d)           Any Lien existing on the date of this Agreement and described on Schedule 1.1(P), provided that the principal amount secured thereby is not hereafter increased, and no additional assets become subject to such Lien;

(e)           Purchase Money Security Interests, provided that the aggregate amount of Revolving Credit Loans and deferred payments secured by such Purchase Money Security Interests shall not exceed $10,000 (excluding for the purpose of this computation any Revolving Credit Loans or deferred payments secured by Liens described on Schedule 1.1(P));

(f)            The following, (A) if the validity or amount thereof is being contested in good faith by appropriate and lawful proceedings diligently conducted so long as levy and execution thereon have been stayed and continue to be stayed or (B) if a final judgment is entered and such judgment is discharged within 30 days of entry, and in either case they do not affect the Collateral or, in the aggregate, materially impair the ability of Borrower to perform its Obligations hereunder or under the other Credit Documents:

(1)           Claims or Liens for taxes, assessments or charges due and payable and subject to interest or penalty, provided that Borrower maintains such reserves or other appropriate provisions as shall be required by GAAP and pays all such taxes, assessments or charges forthwith upon the commencement of proceedings to foreclose any such Lien; and

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(2)           Liens resulting from final judgments or orders described in Section 8.1.6 [Final Judgments or Orders]; and

(g)           Second priority Liens in favor of the Subordinated Creditor securing Borrower’s obligations under the Subordinated Debt Documents, which Liens are permmitted under and subordinated pursuant to the Subordination Agreement.

Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, Official Body, or any other entity.

Pledge Agreement shall mean the Pledge Agreement in substantially the form of Exhibit 1.1(P) executed by Borrower’s sole member and delivered to Agent for the benefit of Lenders.

Pledged Collateral shall mean the property in which security interests are to be granted under the Pledge Agreement, and the Collateral Assignment of Contracts.

Potential Default shall mean any event or condition which with notice, passage of time, or any combination of the foregoing, would constitute an Event of Default.

Principal Office shall mean the main office of Agent in Oklahoma City, Oklahoma.

Prior Security Interest shall mean a valid and enforceable perfected first-priority security interest under the Uniform Commercial Code in the UCC Collateral and the Pledged Collateral which is subject only to Liens for taxes not yet due and payable to the extent such prospective tax payments are given priority by statute or Purchase Money Security Interests as permitted hereunder.

Prohibited Transaction shall mean any prohibited transaction as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA for which neither an individual nor a class exemption has been issued by the United States Department of Labor.

Property shall mean all real property, both owned and leased, of Borrower.

Puerto Rican Eligible RMR shall mean that portion of Eligible RMR attributable to customers located in Puerto Rico.

Purchase Money Security Interest shall mean Liens upon tangible personal property securing Revolving Credit Loans to Borrower or deferred payments by Borrower for the purchase of such tangible personal property.

Purchasing Lender shall mean a Lender which becomes a party to this Agreement by executing an Assignment and Assumption Agreement.

Put-Call Agreement shall mean that Put-Call Agreement dated as of May 25, 2007, among Borrower, SAI, and Alarm Call Holdings LLC, as the same may be amended or modified from time to time as permitted by Section 7.2.14 [Changes in Documents].

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Ratable Share shall mean the proportion that a Lender’s Revolving Credit Commitment bears to the Revolving Credit Commitments of all Lenders.

Regulated Substances shall mean, without limitation, any substance, material or waste, regardless of its form or nature, defined under Environmental Laws as a “hazardous substance,” “pollutant,” “pollution,” “contaminant,” “hazardous or toxic substance,” “extremely hazardous substance,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous waste,” “special handling waste,” “industrial waste,” “residual waste,” “solid waste,” “municipal waste,” “mixed waste,” “infectious waste,” “chemotherapeutic waste,” “medical waste,” or “regulated substance” or any other material, substance or waste, regardless of its form or nature, which otherwise is regulated by Environmental Laws.

Regulation U shall mean Regulation U, T or X as promulgated by the Board of Governors of the Federal Reserve System, as amended from time to time.

Regulations shall have the meaning assigned to such term in Section 10.17.1 [Tax Withholding].

Required Lenders shall mean:

(a)           if there are no Revolving Credit Loans outstanding, Lenders whose Revolving Credit Commitments aggregate at least 51% of the Revolving Credit Commitments of all Lenders, or

(b)           if there are Revolving Credit Loans outstanding, any Lender or group of Lenders if the sum of the Revolving Credit Loans of such Lenders then outstanding aggregates at least 51% of the total principal amount of all of the Revolving Credit Loans then outstanding.

Required Environmental Notices shall mean all notices, reports, plans, forms or other filings which pursuant to Environmental Laws, Required Environmental Permits or at the request or direction of an Official Body either must be submitted to an Official Body or which otherwise must be maintained.

Required Environmental Permits shall mean all permits, licenses, bonds, consents, programs, approvals or authorizations required under Environmental Laws to own, occupy or maintain the Property or which otherwise are required for the operations and business activities of Borrower.

Residential Security Alarm Contract shall mean a Security Alarm Contract where the obligor is a natural Person and the alarm monitoring service to be provided thereunder is for a single or multiple family residential home.

Revolving Credit Commitment shall mean, as to any Lender at any time, the amount initially set forth opposite its name on Schedule 1.1(B) in the column labeled “Amount of Commitment for Revolving Credit Loans,” and thereafter on Schedule I to the most recent Assignment and Assumption Agreement, Increasing Lender Joinder, or Augmenting Lender Joinder, and Revolving Credit Commitments shall mean the aggregate Revolving Credit Commitments of all Lenders.

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Revolving Credit Loans shall mean collectively and Revolving Credit Loan shall mean separately all Revolving Credit Loans or any Revolving Credit Loan made by Lenders or one Lender to Borrower pursuant to Section 2.1 [Revolving Credit Commitments] or 2.5 [Revolving Credit Loan Requests].

Revolving Credit Loan Request shall have the meaning assigned to such term in Section 2.5 [Revolving Credit Loan Requests].

Revolving Credit Notes shall mean collectively and Revolving Credit Note shall mean separately any Revolving Credit Notes of Borrower in the form of Exhibit 1.1(R) evidencing the Revolving Credit Loans.

Revolving Facility Usage shall mean at any time the sum of the Revolving Credit Loans outstanding.

RMR shall mean an amount equal to the gross recurring monthly revenue of Borrower that is billed to customers on a monthly basis (regardless of whether any particular customer is billed monthly, quarterly, annually or otherwise) strictly for monitoring services; but net of any monthly discounts afforded the customer (e.g. for prepayment or for paying by ACH or EFT) other than service credits granted from time to time in the ordinary course of Borrower’s business; provided, however, that RMR shall not include any revenue attributable to or derived from:  (a) reimbursement or prepayment of private telephone line or other utility company charges associated with the installation, monitoring or furnishing of alarm services; (b) reimbursement for or payment of any false alarm assessments; (c) reimbursement for or payment of any taxes, fees or other charges imposed by any Official Body relative to the furnishing of access control or alarm services; (d) non-recurring charges from customers for services which are not provided on a regular and recurring basis, such as installation and time and material charges; (e) guard response and patrol services; (f)  closed-circuit television equipment that is not provided in conjunction with alarm monitoring; (g) fire test or fire inspection services; (h) service, extended repair service, maintenance or inspection agreements; (i) third-party or wholesale monitoring services; (j) lease agreements; or (k) late fees or fees for not sufficient fund checks.

SAI shall mean Security Associates International, Inc., a Delaware corporation.

SAI Principals shall mean ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇.

SAI Servicer Agreement shall mean that certain Sale, Assignment and Servicing Agreement dated as of June 30, 2005 and by and among Borrower, Whitecap, and SAI, as amended by that certain letter agreement dated March 30, 2006, and as amended by that certain Clarification and Amendment to Sale, Assignment and Servicing Agreement, as the same may be further amended or modified from time to time as permitted by Section 7.2.14 [Changes in Documents].

Section 20 Subsidiary  shall mean the Subsidiary of the lender holding company controlling any Lender, which Subsidiary has been granted authority by the Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

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Security Agreement shall mean the Security Agreement in substantially the form of Exhibit 1.1(S)(1) executed and delivered by Borrower to Agent for the benefit of Lenders.

Security Alarm Contract shall mean an agreement between a customer and Borrower, pursuant to which Borrower is obligated to provide retail security alarm monitoring services in return for the customer’s payment of RMR, and which meets each of the following criteria:

(a)           is evidenced by a fully-signed, original (or, if not available, a copy), written agreement in the form of Exhibit 1.1(E) or such other written agreement the form and content of which are acceptable to Agent in its reasonable discretion, in each instance with no material modifications having been made thereto which are unacceptable in Agent’s reasonable discretion, provided, however, that not more than $15,000 of Eligible RMR shall be attributable to written agreements not in a form set forth in Exhibit 1.1(E);

(b)           has a minimum original term of at least 36 months;

(c)           provides that the agreement will automatically be renewed for a minimum period of 12 months following the expiration of the then-current term, unless prohibited by Law;

(d)           (i) has not been cancelled by the customer or Borrower, nor has Borrower received written or oral notice of a pending cancellation, unless the notice of pending cancellation is promptly rescinded by the customer, provided, however, that the associated RMR shall not qualify as Eligible RMR even if the customer commits to pay the balance due in a lump sum or over the remaining term of the contract, and (ii) any statutory or other applicable cancellation or rescission period has expired;

(e)           complies in all material respects with the terms, provisions and conditions of the Credit Documents, as well as with all applicable Laws, including all consumer protection laws;

(f)            represents a valid and binding obligation of the customer, enforceable in accordance with its terms without any basis for any offset, counterclaim or defense (whether actual or alleged);

(g)           is originated or purchased by Borrower in the ordinary course of its business;

(h)           is assignable to third parties without having to obtain the consent of or provide notice to the customer; and

(i)            contains terms and conditions which are standard within the security alarm industry for such agreements, including those involving limitation of liability/liquidated damages,  third-party indemnification and the unilateral right to increase the RMR after the initial term of the Security Alarm Contract.

Security Alarm Contract Documents shall mean each original Security Alarm Contract and all other original documents (including any promissory notes, chattel paper, purchase money security agreements, security agreements or similar agreements evidencing or securing a

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customer’s performance of a Security Alarm Contract or evidencing or securing financing for the installation of an Alarm System) executed by customer in connection with the Security Alarm Contract, together with, if applicable, all such original documents, instruments and agreements effecting an assignment of such documents of customers acquired by Borrower, to Borrower, all of which documentation shall be in form and content as is acceptable to Agent in its reasonable discretion.

Senior Funded Debt shall mean as of any date of determination the total Indebtedness of Borrower to Lenders incurred under this Agreement.

Senior Management Team shall mean ▇▇▇▇ ▇▇▇▇▇▇▇▇, Westin Lovy, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇ Klipsch, as well as any Person who succeeds them and assumes their responsibilities.

Servicing Agreement shall mean that Servicing Agreement dated as of May 25, 2007, by and between Borrower and FCC, LLC, as the same may be amended, restated, modified, or supplemented.

Shares shall have the meaning assigned to that term in Section 5.1.2 [Capitalization and Ownership].

Single Purpose Entity shall mean a Person, other than an individual, estate or unincorporated association, which is formed or organized solely for the purpose of holding, directly, Security Alarm Contracts, does not engage in any business unrelated to such Security Alarm Contracts, does not have any assets other than those related to its interest in the Security Alarm Contracts or any indebtedness other than as permitted by this Agreement or the other Loan Documents, has its own separate books and records and its own accounts, in each case which are separate and apart from the books and records and accounts of any other Person and holds itself out as being a Person separate and apart from any other Person.

Solvent shall mean, with respect to any Person on a particular date, that on such date: (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair market value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, including contingent liabilities, and other commitments as they mature in the normal course of business, and (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature.

Standard & Poor’s shall mean Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

Subordinated Creditor shall mean Sandhurst Asset Management, LLC, a Delaware limited liability company.

Subordinated Debt shall mean, collectively, the loans in the original maximum principal amounts thereof, together with all principal, interest and other amounts payable by or chargeable to Borrower to Subordinated Creditor in connection with the Subordinated Debt Documents.

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Subordinated Debt Documents shall mean, collectively, the Subordinated Loan and Security Agreement, the Secured Promissory Note,  and all other documents executed in connection therewith, as the same may be amended or modified from time to time as permitted by Section 7.2.14 [Changes in Documents].

Subordination Agreement shall mean the Subordination and Intercreditor Agreement in the form of Exhibit 1.1(S)(2) executed by Agent, Borrower and Subordinated Creditor.

Subsidiary of any Person at any time shall mean:  (a) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding capital stock or shares of beneficial interest normally entitled to vote for the election of one or more directors or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s Subsidiaries, (b) any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries, (c) any limited liability company of which such Person is a member or of which 50% or more of the limited liability company interests is at the time directly or indirectly owned by such Person or one or more of such Person’s Subsidiaries or (d) any corporation, trust, partnership, limited liability company or other entity which is controlled or capable of being controlled by such Person or one or more of such Person’s Subsidiaries.

Subsidiary Shares shall have the meaning assigned to that term in Section 5.1.3 [Subsidiaries].

Tangible Net Worth shall mean as of any date of determination total owners’ equity of Borrower plus the aggregate amount of Subordinated Debt, all as determined in accordance with GAAP.

Taxes shall have the meaning assigned to such term in Section 4.8.1 [No Deductions].

Transferor Lender shall mean the selling Lender pursuant to an Assignment and Assumption Agreement.

UCC Collateral shall mean the property of Borrower in which security interests are to be granted under the Security Agreement.

Uniform Commercial Code and UCC shall have the meaning assigned to that term in Section 5.1.16 [Security Interests].

USA Patriot Act shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

Whitecap shall mean Whitecap (US) Fund I, L.P., a Delaware limited partnership.

Whitecap Principals shall mean Westin ▇. ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. Klipsch, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

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Withholding Certificate shall have the meaning assigned to that term in Section 10.17.1 [Tax Withholding.]

1.2           Construction.

Unless the context otherwise clearly requires, the following rules of construction shall apply to each Credit Document:

1.2.1        Number; Inclusion.

References to the plural include the singular, the plural, the part and the whole; “or” has the inclusive meaning represented by the phrase “and/or,” and “including” has the meaning represented by the phrase “including without limitation”;

1.2.2        Determination.

References to “determination” of or by Agent or Lenders shall be deemed to include good-faith estimates by Agent or Lenders (in the case of quantitative determinations) and good-faith beliefs by Agent or Lenders (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error;

1.2.3        Discretion and Consent.

Whenever Agent or Lenders are granted the right herein to act in its or their sole discretion or to grant or withhold consent, such right shall be exercised in good faith;

1.2.4        Documents Taken as a Whole.

The words “hereof,” “herein,” “hereunder,” “hereto” and similar terms in any Credit Document refer to such Credit Document as a whole and not to any particular provision of such Credit Document;

1.2.5        Headings.

Section and other headings contained in any Credit Document and the Table of Contents (if any) preceding any Credit Document are for reference purposes only and shall not control or affect the construction of any Credit Document or the interpretation in any respect;

1.2.6        Implied References.

Article, section, subsection, clause, schedule and exhibit references in any Credit Document, are to that Credit Document, unless otherwise specified;

1.2.7        Persons.

Reference to any Person includes such Person’s successors and assigns, but, if applicable, only if such successors and assigns are permitted by such Credit Document, and reference to a Person in a particular capacity excludes such Person in any other capacity;

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1.2.8        Modifications to Documents, Notes and Laws.

Reference to any agreement (including any Credit Document together with the schedules and exhibits thereto), document or instrument means such agreement, document or instrument as amended, modified, replaced, substituted, superseded or restated; and reference to any Law means such Law as the same has been, or shall hereafter be, amended, renewed, extended or replaced;

1.2.9        From, To and Through.

Relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding,” and “through” means “through and including”; and

1.2.10      Shall; Will.

References to “shall” and “will” have the same meaning.

1.3           Accounting Principles.

Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all accounting terms used in Section 7.2 [Negative Covenants] (and all defined terms used in the definition of any accounting term used in Section 7.2 [Negative Covenants]) shall have the meaning given to such terms (and defined terms) under GAAP as in effect on the date hereof applied on a basis consistent with those used in preparing the Annual Statements referred to in Section 5.1.9(a) [Historical Statements].  In the event of any change after the date hereof in GAAP, and if such change would result in the inability to determine compliance with the financial covenants set forth in Section 7.2 [Negative Covenants] based upon Borrower’s regularly prepared financial statements by reason of the preceding sentence, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would not affect the substance thereof, but would allow compliance therewith to be determined in accordance with Borrower’s financial statements at that time.

2.             REVOLVING CREDIT FACILITY

2.1           Revolving Credit Commitments.

Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender severally agrees to make Revolving Credit Loans to Borrower at any time or from time to time on or after the date hereof to the Expiration Date, provided that after giving effect to such Revolving Credit Loan the aggregate amount of Revolving Credit Loans from such Lender shall not exceed the lesser of: (a) such Lender’s Revolving Credit Commitment and (b) such Lender’s Ratable Share of the Borrowing Base.

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Within such limits of time and amount and subject to the other provisions of this Agreement, Borrower may borrow, repay and reborrow pursuant to this Section 2.1.

2.2           Nature of Lenders’ Obligations with Respect to Revolving Credit Loans.

Each Lender shall be obligated to participate in each request for Revolving Credit Loans pursuant to Section 2.5 [Revolving Credit Loan Requests] in accordance with its Ratable Share.  The aggregate of each Lender’s Revolving Credit Loans outstanding hereunder to Borrower at any time shall never exceed its Revolving Credit Commitment.  The obligations of each Lender hereunder are several.  The failure of any Lender to perform its obligations hereunder shall not affect the Obligations of Borrower to any other party nor shall any other party be liable for the failure of such Lender to perform its obligations hereunder.  Lenders shall have no obligation to make Revolving Credit Loans hereunder on or after the Expiration Date.

2.3           Annual Fees.

Accruing from the date hereof until the Expiration Date, Borrower agrees to pay to Agent for the account of each Lender, as consideration for such Lender’s Revolving Credit Commitment hereunder, a nonrefundable annual fee (the “Annual Fee”) equal to .50% of such Lender’s Revolving Credit Commitment.  All Annual Fees shall be payable in advance commencing on the first anniversary of the Closing Date and on each anniversary of the Closing Date thereafter.  In the event of an increase in the Revolving Credit Commitments pursuant to Section 2.9 [Increase in Revolving Credit Commitments] following the first anniversary of the Closing Date, Borrower shall on the date of such increase pay to Agent for the account of each Increasing Lender or Augmenting Lender, as the case may be, the Annual Fee applicable to the amount of such increase, which shall be prorated for the remainder of the year prior to the next anniversary of the Closing Date.

2.4           Origination Fees.

Borrower agrees to pay to Agent on the Closing Date, for the account of each Lender, as consideration for such Lender’s Revolving Credit Commitments, a nonrefundable fee equal to .50% of such Lender’s Revolving Credit Commitments.  In the event of an increase in the Revolving Credit Commitments pursuant to Section 2.9 [Increase in Revolving Credit Commitments] prior to the first anniversary of the Closing Date, Borrower shall on the date of such increase pay to Agent for the account of each Increasing Lender or Augmenting Lender, as the case may be, the Origination Fee applicable to the amount of such increase, which shall be prorated for the remainder of the year prior to the first anniversary of the Closing Date.

2.5           Revolving Credit Loan Requests.

Except as otherwise provided herein, up to one week prior to the Expiration Date, Borrower may from time to time, but no more frequently than once each calendar week, request Lenders to make Revolving Credit Loans by delivering to Agent, not later than 9:00 a.m., Oklahoma City time, 2 Business Days prior to the proposed Borrowing Date (or, in the case of the Closing Date Loan Request, 1 Business Day prior to the Closing Date)  a duly completed request therefor substantially in the form of Exhibit 2.5 or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such form (each, a “Revolving Credit Loan

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Request”), it being understood that Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation.  Each Revolving Credit Loan Request shall be irrevocable and shall specify:  (a) the proposed Borrowing Date; and (b) the aggregate amount of the proposed Revolving Credit Loans.

2.6           Making Revolving Credit Loans.

Agent shall, promptly after receipt by it of a Revolving Credit Loan Request pursuant to Section 2.5 [Revolving Credit Loan Requests], notify Lenders of its receipt of such Revolving Credit Loan Request specifying:  (a) the proposed Borrowing Date and the time and method of disbursement of the Revolving Credit Loans requested thereby; (b) the amount of each such Revolving Credit Loan; and (c) the apportionment among Lenders of such Revolving Credit Loans as determined by Agent in accordance with Section 2.2  [Nature of Lenders’ Obligations With Respect to Revolving Credit Loans].  Each Lender shall remit the principal amount of each Revolving Credit Loan to Agent such that Agent is able to, and Agent shall, to the extent Lenders have made funds available to it for such purpose and subject to Section 6.2 [Each Additional Revolving Credit Loan], fund such Revolving Credit Loans to Borrower in Dollars and immediately available funds at the Principal Office prior to 1:00 p.m., Oklahoma City time, on the applicable Borrowing Date; provided that if any Lender fails to remit such funds to Agent in a timely manner, Agent may elect in its sole discretion to fund with its own funds the Revolving Credit Loans of such Lender on such Borrowing Date, and such Lender shall be subject to the repayment obligation in Section 9.16 [Availability of Funds].

2.7           Revolving Credit Notes.

Upon the request of any Lender, the Obligation of Borrower to repay the aggregate unpaid principal amount of the Revolving Credit Loans made to Borrower by such Lender, together with interest thereon, may be evidenced by a Revolving Credit Note dated the Closing Date payable to the order of such Lender in a face amount equal to the Revolving Credit Commitment of such Lender and in the form of Exhibit 1.1(R).

2.8           Use of Proceeds.

The proceeds of the Revolving Credit Loans shall be used in accordance with Section 7.1.10 [Use of Proceeds].

2.9           Increase in Revolving Credit Commitments.

Borrower has elected to increase the Revolving Credit Commitments up to an aggregate amount not to exceed $100,000,000, subject to the conditions set forth herein.  Agent shall use its best efforts to arrange for such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitments, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitments, or extend Revolving Credit Commitments, as the case may be, provided that (i) each Augmenting Lender, shall be subject to the approval of Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement (an “Increasing Lender Joinder”) substantially in the form of Exhibit 2.9(a) hereto, and (y) in the case

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of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement (an “Augmenting Lender Joinder”) substantially in the form of Exhibit 2.9(b) hereto.  Increased and new Revolving Credit Commitments created pursuant to this subsection shall become effective on the date agreed by Agent and the relevant Increasing Lender(s) or Augmenting Lender(s); and, Agent shall notify each Lender thereof.  Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Commitment of any Lender), shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, the conditions set forth in Section 6.2 shall be satisfied and no Potential Default or Event of Default shall exist after giving effect to such increase in Revolving Credit Commitments and Agent shall have received a certificate to that effect dated such date and executed by the Managing Director of Borrower, and (ii) Agent shall have received Revolving Credit Notes, if requested by the respective Lenders, reflecting the increase of the Revolving Credit Commitments and documents consistent with those delivered by the Loan Parties under Section 6.1.2 as to the corporate power and authority of Borrower to borrow hereunder after giving effect to such increase.  On the effective date of any increase in the Revolving Credit Commitments, (i) each Increasing Lender and Augmenting Lender shall make available to Agent, for the benefit of the other Lenders, such amounts in immediately available funds as Agent shall determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Ratable Share of such outstanding Revolving Credit Loans (after giving effect to the increase in the Revolving Credit Commitments occasioned by the addition of the Increasing Lender(s) or Augmenting Lender(s), or both, as the case may be) and (ii) Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments.  The deemed payments made pursuant to clause (ii) of the immediately preceding sentence in respect of each Revolving Credit Loan subject to the Euro-Rate shall be subject to indemnification by Borrower pursuant to the provisions of Section 4.6.2 [Indemnity] if the deemed payment occurs other than on the last day of the related Interest Periods.  Upon the request of Agent, Borrower shall execute and deliver to Agent for the benefit of the Lenders any and all other documents, instruments, and agreements necessary or advisable in the reasonable judgment of Agent to evidence or document the increase in the Revolving Credit Commitments, including any amendments hereto, and each of the Lenders hereby provides its consent hereto and thereto and each Lender hereby authorizes Agent to execute any such documents, instruments, and agreements consistent with the terms of this Section 2.9 on its behalf without the necessity of any further consent of any Lender.  Agent and each Lender shall have no obligation to provide any additional credit, commitment, or loan under this Section 2.9.

3.             INTEREST RATES

3.1           Interest Rates.

Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Revolving Credit Loans as set forth below, it being understood that, subject to the provisions of this Agreement, Borrower may renew the Euro-Rate with respect to all or any portion of the Revolving Credit Loans.  If at any time the designated rate applicable to any Revolving Credit

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Loan made by any Lender exceeds such Lender’s highest lawful rate, the rate of interest on such Lender’s Revolving Credit Loan shall be limited to such Lender’s highest lawful rate.

3.1.1        Revolving Credit Interest Rate.

Borrower shall pay interest in respect of the outstanding principal amount of the Revolving Credit Loans at a rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the Euro-Rate plus the Applicable Margin.

3.1.2        Rate Quotations.

Borrower may call Agent on or before the date on which a Revolving Credit Loan Request is to be delivered to receive an indication of the rates then in effect, but it is acknowledged that such indication shall not be binding on Agent or Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.

3.2           Interest Periods.

In the case of the renewal of a Euro-Rate Revolving Credit Loan at the end of an Interest Period, the first day of the new Interest Period shall be the last day of the preceding Interest Period, without duplication in payment of interest for such day.

3.3           Interest After Default.

To the extent permitted by Law, upon the occurrence and during the continuance of an Event of Default and until the Event of Default shall have been cured or waived:

3.3.1        Interest Rate.

The rate of interest for each Revolving Credit Loan otherwise applicable pursuant to Section 3.1 [Interest Rates], shall be increased by 3.0% per annum; and

3.3.2        Other Obligations.

Each other Obligation hereunder if not paid when due shall bear interest at a rate per annum equal to the sum of the rate of interest otherwise applicable pursuant to Section 3.1 [Interest Rates] plus an additional 3.0% per annum from the time such Obligation becomes due and payable until it is paid in full.

3.3.3        Acknowledgment.

Borrower acknowledges that the increase in rates referred to in this Section 3.3 reflects, among other things, the fact that such Revolving Credit Loans or other amounts have become a substantially greater risk given their default status and that Lenders are entitled to additional compensation for such risk; and all such interest shall be payable by Borrower upon demand by Agent.

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3.4           Euro-Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available.

3.4.1        Unascertainable.

If on any date on which a Euro-Rate would otherwise be determined, Agent shall have determined that:

(a)           adequate and reasonable means do not exist for ascertaining such Euro-Rate, or

(b)           a contingency has occurred which materially and adversely affects the London interbank eurodollar market relating to the Euro-Rate, Agent shall have the rights specified in Section 3.4.3 [Agent’s and Lender’s Rights].

3.4.2        Illegality; Increased Costs; Deposits Not Available.

If at any time any Lender shall have determined that:

(a)           the making, maintenance or funding of any Revolving Credit Loan to which a Euro-Rate applies has been made impracticable or unlawful by compliance by such Lender in good faith with any Law or any interpretation or application thereof by any Official Body or with any request or directive of any such Official Body (whether or not having the force of Law), or

(b)           such Euro-Rate will not adequately and fairly reflect the cost to such Lender of the establishment or maintenance of any such Revolving Credit Loan, or

(c)           after making all reasonable efforts, deposits of the relevant amount in Dollars for the relevant Interest Period for a Revolving Credit Loan, or to lenders generally, to which a Euro-Rate applies, respectively, are not available to such Lender with respect to such Revolving Credit Loan, or to lenders generally, in the interbank eurodollar market, then Agent shall have the rights specified in Section 3.4.3 [Agent’s and Lender’s Rights].

3.4.3        Agent’s and Lenders’ Rights.

In the case of any event specified in Section 3.4.1 [Unascertainable], Agent shall promptly so notify Lenders and Borrower thereof, and in the case of an event specified in Section 3.4.2 [Illegality; Increased Costs; Deposits Not Available], such Lender shall promptly so notify Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and Agent shall promptly send copies of such notice and certificate to the other Lenders and Borrower.  Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of:  (a) Lenders, in the case of such notice given by Agent, or (b) such Lender, in the case of such notice given by such Lender, to allow Borrower to renew an Interest Period under a Euro-Rate shall be suspended until Agent shall have later notified Borrower, or such Lender shall have later notified Agent, of Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist.  If at any time Agent makes a determination under Section 3.4.1 [Unascertainable] and the next Interest Period has not yet gone into effect, such notification shall

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be deemed to provide for conversion to the Base Rate.  If any Lender notifies Agent of a determination under Section 3.4.2 [Illegality; Increased Costs; Deposits Not Available], Borrower shall, subject to Borrower’s indemnification Obligations under Section 4.6.2 [Indemnity], as to any Revolving Credit Loan of the Lender to which a Euro-Rate applies, on the date specified in such notice either convert such Revolving Credit Loan to the Base Rate or prepay such Revolving Credit Loan in accordance with Section 4.4 [Voluntary Prepayments].  Absent due notice from Borrower of conversion or prepayment, such Revolving Credit Loan shall automatically be converted to the Base Rate upon such specified date.

4.             PAYMENTS

4.1           Payments.

All payments and prepayments to be made in respect of principal, interest, Annual Fees, Origination Fees, or other fees or amounts due from Borrower hereunder shall be payable prior to 12:00 p.m., Oklahoma City time, on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower, and without set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue.  Such payments shall be made to Agent at the Principal Office for the ratable accounts of Lenders with respect to the Revolving Credit Loans in Dollars and in immediately available funds, and Agent shall promptly distribute such amounts to Lenders in immediately available funds, provided that in the event payments are received by 12:00 p.m., Oklahoma City time, by Agent with respect to the Revolving Credit Loans and such payments are not distributed to Lenders on the same day received by Agent, Agent shall pay Lenders the Federal Funds Effective Rate with respect to the amount of such payments for each day held by Agent and not distributed to Lenders.  Agent’s and each Lender’s statement of account, ledger or other relevant record shall, in the absence of manifest error, be conclusive as the statement of the amount of principal of and interest on the Revolving Credit Loans and other amounts owing under this Agreement and shall be deemed an “account stated.”

4.2           Pro Rata Treatment of Lenders.

Each borrowing of a Revolving Credit Loan shall be allocated to each Lender according to its Ratable Share.  Each selection of or renewal of the Euro-Rate and each payment or prepayment by Borrower with respect to principal, interest, Annual Fees, Origination Fees, or other fees or amounts due from Borrower hereunder to Lenders with respect to the Revolving Credit Loans shall (except as provided in Section 3.4.3 [Agent’s and Lender’s Rights] in the case of an event specified in Section 3.4 [Euro-Rate Unascertainable; Etc.], 4.4 [Voluntary Prepayments], or 4.6 [Additional Compensation in Certain Circumstances]) be made in proportion to the applicable Revolving Credit Loans outstanding from each Lender and, if no such Revolving Credit Loans are then outstanding, in proportion to the Ratable Share of each Lender.

4.3           Interest Payment Dates.

Interest on Revolving Credit Loans shall be due and payable in arrears on the first day of each month after the date hereof and on the Expiration Date or upon acceleration of the

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Revolving Credit Loans.  Interest on mandatory prepayments of principal under Section 4.5 [Mandatory Prepayments] shall be due on the date such mandatory prepayment is due.  Interest on the principal amount of each Revolving Credit Loan or other monetary Obligation shall be due and payable on demand after such principal amount or other monetary Obligation becomes due and payable (whether on the stated maturity date, upon acceleration or otherwise).

4.4           Voluntary Prepayments.

4.4.1        Right to Prepay.

Borrower shall have the right at its option from time to time to prepay the Revolving Credit Loans in whole, but not in part, without premium or penalty (except as provided in Section 4.4.2 [Replacement of a Lender], Section 4.4.3 [Prepayment Fee] or in Section 4.6 [Additional Compensation in Certain Circumstances]):

(a)           on the last day of the applicable Interest Period with respect to Revolving Credit Loans to which the Euro-Rate applies,

(b)           on the date specified in a notice by any Lender pursuant to Section 3.4 [Euro-Rate Unascertainable, Etc.] with respect to any Revolving Credit Loan to which the Euro-Rate applies.

Whenever Borrower desires to prepay the Revolving Credit Loans in full, it shall provide a prepayment notice to Agent by 12:00 p.m., Oklahoma City time, at least one Business Day prior to the date of prepayment of Revolving Credit Loans setting forth the date, which shall be a Business Day, on which the proposed prepayment is to be made.

All prepayment notices shall be irrevocable.  The principal amount of the Revolving Credit Loans for which a prepayment notice is given, together with interest on such principal amount shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made.  Any prepayment hereunder shall be subject to Borrower’s Obligation to indemnify Lenders under Section 4.6.2 [Indemnity].

4.4.2        [Reserved.]

4.4.3        Prepayment Fee.

In the event Borrower repays all of the Revolving Credit Loans and terminates all of the Revolving Credit Commitments after the Closing Date, but on or prior to May 25, 2008, Borrower shall pay Agent for the benefit of Lenders at the date of such repayment and termination a prepayment fee equal to 3.0% of the maximum aggregate amount of the Revolving Credit Commitments. In the event Borrower repays all of the Revolving Credit Loans and terminates all of the Revolving Credit Commitments after May 25, 2008, but on or prior to May 25, 2009, Borrower shall pay Agent for the benefit of Lenders at the date of such repayment and termination a prepayment fee equal to 2% of the maximum aggregate amount of the Revolving Credit Commitments.  In the event Borrower repays all of the Revolving Credit Loans and terminates all of the Revolving Credit Commitments after May 25, 2009, but on or before May 25, 2010, Borrower shall pay Agent for the benefit of Lenders at the date of such repayment and

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termination a prepayment fee equal to 1% of the maximum amount of the Revolving Credit Commitments.  After May 25, 2010, no prepayment fee shall be due under this Section 4.4.3.

4.4.4        Change of Lending Office.

Each Lender agrees that upon the occurrence of any event giving rise to increased costs or other special payments under Section 3.4.2 [Illegality, Etc.] or 4.6.1 [Increased Costs or Reduced Return Resulting from Taxes, Etc.] with respect to such Lender, it will if requested by Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Revolving Credit Loans affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of such Section.  Nothing in this Section 4.4.4 shall affect or postpone any of the Obligations of Borrower or any other Borrower or the rights of Agent or any Lender provided in this Agreement.

4.5           Mandatory Prepayments.

4.5.1        Euro-Rate.

In accordance with Section 4.6.2 [Indemnity], Borrower shall indemnify Lenders for any loss or expense, including loss of margin, incurred with respect to any such prepayments applied against Revolving Credit Loans subject to the Euro-Rate on any day other than the last day of the applicable Interest Period.

4.5.2        Borrowing Base Exceeded.

Whenever the Revolving Facility Usage exceeds the Borrowing Base, Borrower shall immediately make, without the necessity of any demand by Agent, a mandatory prepayment of principal on the Revolving Credit Loans equal to the amount by which the Revolving Facility Usage exceeds the Borrowing Base, together with accrued interest on such principal amount; provided, however, that in the event such a mandatory prepayment is due as a result of the payment of interest of the first day of the month pursuant to Section 4.3 [Interest Payment Dates], Borrower shall have until the fifth day of such month to either make such mandatory prepayment or ensure that the Borrowing Base is not less than Revolving Facility Usage.

4.6           Additional Compensation in Certain Circumstances.

4.6.1        Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc.

If any Law, guideline or interpretation or any change in any Law, guideline or interpretation or application thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive (whether or not having the force of Law) of any central lender or other Official Body:

(a)           subjects any Lender to any tax or changes the basis of taxation with respect to this Agreement, any Revolving Credit Notes, the Revolving Credit Loans or payments

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by Borrower of principal, interest, Annual Fees, or other amounts due from Borrower hereunder or under any Revolving Credit Notes (except for taxes on the overall net income of such Lender);

(b)           imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Lender; or

(c)           imposes, modifies or deems applicable any capital adequacy or similar requirement: (i) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, any Lender, or (ii) otherwise applicable to the obligations of any Lender under this Agreement, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon any Lender with respect to this Agreement, any Revolving Credit Notes or the making, maintenance or funding of any part of the Revolving Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on any Lender’s capital, taking into consideration such Lender’s customary policies with respect to capital adequacy) by an amount which such Lender in its sole discretion deems to be material, such Lender shall from time to time notify Borrower and Agent of the amount determined in good faith (using any averaging and attribution methods employed in good faith) by such Lender to be necessary to compensate such Lender for such increase in cost, reduction of income, additional expense or reduced rate of return.  Such notice shall set forth in reasonable detail the basis for such determination.  Such amount shall be due and payable by Borrower to such Lender 10 Business Days after such notice is given.

4.6.2        Indemnity.

In addition to the compensation required by Section 4.6.1 [Increased Costs or Reduced Return Resulting from Taxes, Etc.], Borrower shall indemnify each Lender against all liabilities, losses or expenses (including loss of margin, any loss or expense incurred in liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Lender to fund or maintain Revolving Credit Loans subject to a Euro-Rate) which such Lender sustains or incurs as a consequence of any:

(a)           payment, prepayment, conversion or renewal of any Revolving Credit Loan to which the Euro-Rate applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due);

(b)           attempt by Borrower to revoke (expressly, by later inconsistent notices or otherwise) in whole or part any Revolving Credit Loan Requests under Section 2.5 [Revolving Credit Loan Requests] or Section 3.2 [Interest Periods] or notice relating to prepayments under Section 4.4 [Voluntary Prepayments]; or

(c)           default by Borrower in the performance or observance of any covenant or condition contained in any Credit Document, including any failure of Borrower to

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pay when due (by acceleration or otherwise) any principal, interest, Annual Fee or any other amount due hereunder.

If any Lender sustains or incurs any such loss or expense, it shall from time to time notify Borrower of the amount determined in good faith by such Lender (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Lender shall deem reasonable) to be necessary to indemnify such Lender for such loss or expense.  Such notice shall set forth in reasonable detail the basis for such determination.  Such amount shall be due and payable by Borrower to such Lender 10 Business Days after such notice is given.

4.7           Interbank Market Presumption.

For all purposes of this Agreement and any Revolving Credit Note with respect to any aspects of the Euro-Rate or any Revolving Credit Loan under the Euro-Rate, each Lender and Agent shall be presumed to have obtained rates, fundings, currencies, deposits, and the like in the applicable interbank market regardless of whether it did so or not; and, each Lender’s and Agent’s determination of amounts payable under, and actions required or authorized by, Sections 3.4 [Euro-Rate Unascertainable; Etc.] and 4.6 [Additional Compensation in Certain Circumstances] shall be calculated, at each Lender’s and Agent’s option, as though each Lender and Agent funded each Revolving Credit Loan under the Euro-Rate through the purchase of deposits of the types and maturities corresponding to the deposits used as a reference in accordance with the terms hereof in determining the Euro-Rate applicable to such Revolving Credit Loans, whether in fact that is the case.

4.8           Taxes.

4.8.1        No Deductions.

All payments made by Borrower hereunder and under any Revolving Credit Note shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of any Lender and all income and franchise taxes applicable to any bank of the United States (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as “Taxes”).  If Borrower shall be required by Law to deduct any Taxes from or in respect of any sum payable hereunder or under any Revolving Credit Note, (a) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.8.1) each Lender receives an amount equal to the sum it would have received had no such deductions been made, (b) Borrower shall make such deductions, and (c) Borrower shall timely pay the full amount deducted to the relevant tax authority or other authority in accordance with applicable Law.

4.8.2        Stamp Taxes.

In addition, Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, or similar levies which arise from any payment made hereunder or from the execution, delivery, or registration of, or otherwise with

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respect to, this Agreement or any Revolving Credit Note (hereinafter referred to as “Other Taxes”).

4.8.3        Indemnification for Taxes Paid by a Lender.

Borrower shall indemnify each Lender for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.8.3) paid by any Lender and any liability (including penalties, interest, and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted.  This indemnification shall be made within 30 days from the date a Lender makes written demand therefor.

4.8.4        Certificate.

Within 30 days after the date of any payment of any Taxes or Other Taxes by Borrower, Borrower shall furnish to each Lender, at its address referred to herein, the original or a certified copy of a receipt evidencing payment thereof.  If no Taxes or Other Taxes are payable in respect of any payment by Borrower, such Borrower shall, if so requested by a Lender, provide a certificate of an officer of Borrower to that effect.

4.8.5        Survival.

Without prejudice to the survival of any other agreement of Borrower hereunder, the agreements and obligations of Borrower contained in Sections 4.8.1 through 4.8.4 shall survive the payment in full of principal and interest hereunder and under any instrument delivered hereunder.

4.9           Judgment Currency.

4.9.1        Currency Conversion Procedures for Judgments.

If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under any Revolving Credit Note in any currency (the “Original Currency”) into another currency (the “Other Currency”), the parties hereby agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at which in accordance with normal banking procedures each Lender could purchase the Original Currency with the Other Currency after any premium and costs of exchange on the Business Day preceding that on which final judgment is given.

4.9.2        Indemnity in Certain Events.

The obligation of Borrower in respect of any sum due from Borrower to any Lender hereunder shall, notwithstanding any judgment in an Other Currency, whether pursuant to a judgment or otherwise, be discharged only to the extent that, on the Business Day following receipt by any Lender of any sum adjudged to be so due in such Other Currency, such Lender may in accordance with normal banking procedures purchase the Original Currency with such Other Currency.  If the amount of the Original Currency so purchased is less than the sum

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originally due to such Lender in the Original Currency, Borrower agrees, as a separate obligation and notwithstanding any such judgment or payment, to indemnify such Lender against such loss.

5.             REPRESENTATIONS AND WARRANTIES

5.1           Representations and Warranties.

Borrower represents and warrants to Agent and each Lender as follows:

5.1.1        Organization and Qualification.

Borrower is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  Borrower has the lawful power to own or lease its properties and to engage in the business it presently conducts or proposes to conduct.  Borrower is duly licensed or qualified and in good standing in each jurisdiction listed on Schedule 5.1.1 and in all other jurisdictions where the property owned or leased by it or the nature of the business transacted by it or both makes such licensing or qualification necessary, except where the failure to do so would not constitute a Material Adverse Change.