(c) The definition of “Supermajority Revolving Lenders” set forth in Section 1.1 ofthe Credit Agreement is amended and restated in its entirety as follows:“Supermajority Revolving Lenders”: the holders of more than 75% of the TotalRevolving Credit Commitments or, if the Revolving Credit Commitments have been terminated,the Total Revolving Credit Exposure; provided that, at any time, the SupermajorityRevolving Lenders must include each Revolving Lender holding a Revolving Credit Commitmentin an amount greater than or equal to $18,750,000 at such time (and if the Revolving CreditCommitments have been terminated, each Revolving Lender with a Revolving Credit Commitmentin an amount greater than or equal to $18,750,000 immediately prior to such termination).4. Amendment to Section 2.2 (Procedure for Borrowing).Section 2.2(a) of the Credit Agreement is amended by deleting “1:00 P.M” where it last appearsin Section 2.2(a) and inserting “3:00 P.M” in lieu thereof.5. Amendment to Section 3.3 (Commission, Fees and Other Charges).Section 3.3(a) of the Credit Agreement is amended by deleting the word “Lenders” therein andinserting “Revolving Lenders” in lieu thereof.6. Amendment to Section 5.1 (Conditions to First Availability Date).Section 5.1(p) of the Credit Agreement is amended by adding the words “and the SupermajorityRevolving Lenders” after the words “or such other amount acceptable to the Administrative Agent” inclause (iii) thereof.7. Amendment to Section 9 (The Agents).Section 9 of the Credit Agreement is amended by adding a new Section 9.13 asfollows:“9.13 Documentation Agents. None of the Documentation Agents shall have anyduties or responsibilities hereunder in its capacity as such.”.8. Representations and Warranties. The Borrower hereby confirms, reaffirmsand restates the representations and warranties set forth in Section 4 of the Credit Agreement, asamended by this First Amendment. The Borrower represents and warrants that, after giving effect tothis First Amendment, no Default or Event of Default has occurred and is continuing.9. Effectiveness. This First Amendment shall become effective on the datethe following conditions precedent are satisfied:(a) First Amendment. The Administrative Agent shall have received this FirstAmendment executed and delivered by the Administrative Agent, the Borrower, Holdings, SuperHoldingsand each Lender party to the Credit Agreement.(b) Expenses. The Borrower has paid or reimbursed the Administrative Agent for allof its reasonable and documented out-of-pocket costs and expenses incurred in connection with thepreparation, negotiation and execution of this First Amendment, including, without limitation, thereasonable fees and disbursements of counsel to the Administrative Agent.Upon the effectiveness of this First Amendment pursuant to this Section 9, the amendment tothe definition of “Applicable Margin” pursuant to clause (b) of Section 3 hereof shallbecome effective retroactively as of July 15, 2011.
 
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10. Continuing Effect of the Credit Agreement. This First Amendment shallnot constitute an amendment of any other provision of the Credit Agreement not expressly referredto herein and shall not be construed as a waiver or consent to any further or future action on thepart of the Borrower that would require a waiver or consent of the Lenders or the AdministrativeAgent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shallremain in full force and effect.11. Counterparts. This First Amendment may be executed by the partieshereto in any number of separate counterparts (including facsimiled and other electronicallytransmitted counterparts), each of which shall be deemed to be an original, and all of which takentogether shall be deemed to constitute one and the same instrument.12. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OFTHE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.[remainder of page intentionally left blank]
 
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executedand delivered by their proper and duly authorized officers as of the day and year first abovewritten.      NBC HOLDINGS CORP.