Notes Payable



Notes payable consist of the following at:	At December 31,
	2011		2010
SunTrust Bank, revolving credit facility - $85.0 million and $55.0 million at December 31, 2011 and 2010, respectively, maturing June 2013	$	73,000	$	36,713
Total notes payable	$	73,000	$	36,713

In June 2010, the Company entered into a $35.0 million revolving credit facility with SunTrust Bank, N.A., as administrative agent (the "Agent"), which matures in June 2013 (the "Facility"). The Facility bears interest at a variable rate determined based upon the higher of (i) the prime rate, (ii) the federal funds rate plus 0.50% or (iii) LIBOR plus 1%, plus a margin tied to the Company's leverage ratio. The Company can select at its discretion to convert the interest rate for all or a portion of the outstanding balance for a period of up to six months to a fixed EURO Dollar Funding rate which is equal to the adjusted LIBOR rate for the elected interest period in effect at the time of election, plus a margin tied to the Company's leverage ratio.

On November 30, 2010, Columbus Bank & Trust, a division of Synovus Bank, entered into a joinder agreement to the revolving credit facility and became a new lender under the revolving credit facility with a revolving commitment of $20.0 million, which increased the Facility to $55.0 million.

On March 1, 2011, Wells Fargo Bank, N.A., entered into a joinder agreement (the "Wells Fargo Joinder") to the Facility to become a new lender under the Facility with a revolving commitment of $30.0 million, thereby increasing the size of the Facility from $55.0 million to $85.0 million.

The Company is required to pay a commitment fee of between 0.45% and 0.60% (based upon the Company's leverage ratio) on the unused portion of the Facility. The purpose of the line is for working capital and acquisitions. Interest on the line of credit is payable monthly. The Company's obligations under the Facility are guaranteed by substantially all of its domestic subsidiaries, other than South Bay and the regulated insurance subsidiaries. Under the Facility, the Company may not assign, sell, transfer or dispose of any collateral or effect certain changes to its capital structure and the capital structure of its subsidiaries without the Agent's prior consent. The Company's obligations under the Facility may be accelerated or the commitments terminated upon the occurrence of an event of default under the Facility, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to other material indebtedness, defaults arising in connection with changes in control and other customary events of default. The following is a summary of the Company's more significant financial covenants related to the Facility at:



	December 31, 2011		December 31, 2010
Covenant	Covenant Requirement	Actual	Covenant Requirement	Actual
Minimum debt service charge ratio	1.25	4.23	1.25	4.74
Maximum debt to EBITDA ratio	3.50	2.23	3.50	2.06

At December 31, 2011, the Company is in compliance with the above covenants on its line of credit.



The interest rates on notes payable at the end of the respective periods are as follows:	At December 31,
	2011		2010
Line of Credit — SunTrust	4.59	%	6.00	%
Line of Credit — Wells Fargo	N/A		3.30	%



Aggregate maturities for notes payable are as follows:
2012	$	—
2013	73,000
2014	—
2015	—
2016	—
Thereafter	—
Total	$	73,000

Wells Fargo Capital Finance, LLC Line of Credit - On February 7, 2011, the Company terminated its existing revolving $40.0 million credit facility with Wells Fargo Capital Finance, LLC, which was never drawn upon. Upon termination, South Bay paid the fees and expenses owed under the Loan Agreement of $0.1 million, including interest on the Minimum Funding Amount (as defined in the Loan Agreement), unused line fees and monthly loan administration fees. The Company continues to amortize previously capitalized costs with a remaining balance of $0.2 million at December 31, 2011 associated with the Wells Fargo Capital Finance, LLC Line of Credit in connection with the Wells Fargo Joinder to the Facility.