Subject to all of the terms and conditions of this Agreement, the Lenders agree to make available a total credit facility of up to $160,000,000 (the “Total Facility”) to the Borrowers from time to time during the term of this Agreement, as such amount may be increased pursuant to Section 1.7 or reduced pursuant to Section 3.2(a). The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit.

The Borrowers have asked the Lenders to extend credit to the Borrowers consisting of (a) a term loan in the aggregate original principal amount of $127,500,000 and (b) a revolving credit facility in an aggregate principal amount not to exceed $32,500,000 at any time outstanding, which will include a subfacility for the issuance of letters of credit in an aggregate amount not to exceed $15,000,000. The proceeds of the term loan and the loans made under the revolving credit facility shall be used to fund the purchase price of certain acquisitions, refinance existing indebtedness of the Borrowers, for general corporate and working capital purposes of the Borrowers and to pay fees and expenses related to this Agreement. The letters of credit will be used for general corporate and working capital purposes. The Lenders are severally, and not jointly, willing to extend such credit to the Borrowers subject to the terms and conditions hereinafter set forth.