(c) Section 1.13(d) of the Credit Agreement is hereby amended to delete the provisothereof in its entirety.(d) Section 1.13(e) of the Credit Agreement is hereby amended to delete the provisothereof in its entirety.(e) Section 6.2 of the Credit Agreement is hereby amended and restated in its entiretyas follows:*6.2**Minimum Fixed Charge Coverage Ratio**. If Excess Availability (i)during any fiscal month is less than $12,500,000 for any period of five (5)consecutive Business Days during such fiscal month or (ii) is less than $7,500,000at any time during any fiscal month, the Borrower shall not permit the Fixed ChargeCoverage Ratio to be less than 1.00:1.00, calculated on a trailing twelve (12) monthbasis as of the last day of the then most recently ended fiscal month for whichfinancial statements have been delivered pursuant to**Section 4.1**.*(f) Section 11.1 of the Credit Agreement is hereby amended to amend and restate thedefinition of “Applicable Margin” in its entirety as follows:*“Applicable Margin” means:**(a) for the period commencing on the Closing Date through the first dayof the calendar month immediately following the calendar month during whichfinancial statements for September 2010 are delivered:**(i) if a Base Rate Loan, three percent (3.00%) per annum; and**(ii) if a LIBOR Rate Loan, four percent (4.00%) per annum; and**(b) thereafter, the Applicable Margin shall equal the applicable LIBORmargin or Base Rate margin per annum in effect from time to time determinedas set forth on the table below based upon the applicable Fixed ChargeCoverage Ratio, calculated on a trailing twelve (12) month basis as of thelast day of the then immediately preceding fiscal month:*               *Applicable* *If Fixed Charge Coverage* *Applicable Margin*  *Margin for* *Ratio is:* *for Base Rate Loans*  *LIBOR Rate Loans* *> 1.20:1.00*  *2.75**%*  *3.75**%**≥ 1.00:1.00, but ≤ 1.20:1.00*  *3.00**%*  *4.00**%**< 1.00:1.00*  *3.25**%*  *4.25**%*
 
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*The Applicable Margin shall be adjusted from time to time upon deliveryto Agent of the monthly financial statements for each fiscal month requiredto be delivered pursuant to**Section 4.1**accompanied by a writtencalculation of the Fixed Charge Coverage Ratio certified on behalf of theBorrower by a Responsible Officer of the Borrower as of the end of thefiscal month for which such financial statements are delivered. If suchcalculation indicates that the Applicable Margin shall increase or decrease,then on the first day of the calendar month following the date of deliveryof such financial statements and written calculation the Applicable Marginshall be adjusted in accordance therewith; provided, however, that if theBorrower shall fail to deliver any such financial statements for any suchfiscal month by the date required pursuant to**Section 4.1**, then, atAgent’s election, effective as of the first day of the calendar monthfollowing the end of the calendar month during which such financialstatements were to have been delivered, and continuing through the first dayof the calendar month following the date (if ever) when such financialstatements and such written calculation are finally delivered, theApplicable Margin shall be conclusively presumed to equal the highestApplicable Margin specified in the pricing table set forth above.Notwithstanding anything herein to the contrary, Swing Loans may not beLIBOR Rate Loans.**In the event that any financial statement or Compliance Certificatedelivered pursuant to**Sections 4.1**or**4.2**is inaccurate, andsuch inaccuracy, if corrected, would have led to the imposition of a higherApplicable Margin for any period than the Applicable Margin applied for thatperiod, then (i) the Borrower shall immediately deliver to Agent a correctedfinancial statement and a corrected Compliance Certificate for that period,(ii) the Applicable Margin shall be determined based on the correctedCompliance Certificate for that period, and (iii) the Borrower shallimmediately pay to Agent (for the account of the Lenders that hold theRevolving Loan Commitments and Loans at the time such payment is received,regardless of whether those Lenders held the Revolving Loan Commitments andLoans during the relevant period) the accrued additional interest owing as aresult of such increased Applicable Margin for that period. This paragraphshall not limit the rights of Agent or the Lenders with respect to**subsection 1.3(c)**and**Article VII**hereof, and shall survivethe termination of this Agreement until the payment in full in cash of theaggregate outstanding principal balance of the Loans.**If an Event of Default is continuing at the time that a reduction inthe Applicable Margins is to be implemented in accordance with the tableabove, such reduction will be deferred unless and until the first day of thecalendar month after the written waiver thereof.*
 
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(g) Section 11.1 of the Credit Agreement is hereby further amended to amend andrestate clause (c) of the definition of “Borrowing Base” in its entirety as follows:*(c) $5,000,000; provided, however, if the Fixed Charge Coverage Ratio,calculated on a trailing twelve (12) month basis as of the last day of the 2011Fiscal Year or the last day of any subsequent fiscal month, is at least 1.20:1.00,then $2,500,000 effective as of the date on which the Borrower shall have deliveredthe financial statements and other information and materials required by**Section4.1(a)**hereof with respect to such Fiscal Year ended;*(h) Section 11.1 of the Credit Agreement is hereby further amended to amend andrestate clause (b)(vii) of the definition of “Consolidated EBITDA” in its entirety asfollows:*(vii) cash restructuring charges of (A) up to $3,000,000 per Fiscal Year forthe 2010 Fiscal Year and 2011 Fiscal Year, and (B) up to $1,500,000 per Fiscal Yearfor the 2012 Fiscal Year and (pro-rated) for the 2013 Fiscal Year (subject, for allcharges under this**clause (vii)**, to Borrower having provided Agent withsupporting detail for such charges as may be reasonably satisfactory to Agent); and*(i) Section 11.1 of the Credit Agreement is hereby further amended to amend andrestate clause (b)(iii) of the definition of “Fixed Charge Coverage Ratio” in its entiretyas follows:*(iii) Unfinanced Capital Expenditures during such period,*(j) Section 11.1 of the Credit Agreement is hereby further amended to add thefollowing new definitions in the correct alphabetical order:*“Amendment No. 1 Effective Date” means August 12, 2010.**“Unfinanced Capital Expenditures” means Capital Expenditures paid for withproceeds of operating cash or Revolving Loans, and, in any event, excluding (i)Capital Expenditures paid for with proceeds of Indebtedness permitted under**Sections 5.5(d)**,**5.5(i)**,**5.5(j)**or**5.5(l)**and (ii)Capital Expenditures paid for with proceeds of the disposition of fixed assetspermitted under**Section 5.2**within 300 days of the consummation of suchdisposition.*(k) Exhibit 4.2(b) of the Credit Agreement is hereby amended and restated in itsentirety as provided in Annex A hereto.
 
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2. Effectiveness of this Amendment; Conditions Precedent. The provisions of Section1 of this Amendment shall be deemed to have become effective as of the date of this Amendment,but such effectiveness shall be expressly conditioned upon Agent’s receipt of the following:(a) a counterpart of this Amendment executed and delivered by duly authorized officers of theBorrower, each other Credit Party, the Required Lenders and Agent; and(b) a counterpart of that certain fee letter of even date herewith between the Borrower andAgent.3. Miscellaneous.(a) Headings. The various headings of this Amendment are inserted for convenience ofreference only and shall not affect the meaning or interpretation of this Amendment or anyprovisions hereof.(b) Counterparts. This Amendment may be executed by the parties hereto in severalcounterparts, each of which shall be deemed to be an original and all of which together shall bedeemed to be one and the same instrument. Delivery of an executed counterpart of a signature pageto this Amendment by facsimile transmission shall be effective as delivery of a manually executedcounterpart thereof.(c) Interpretation. No provision of this Amendment shall be construed against orinterpreted to the disadvantage of any party hereto by any court or other governmental or judicialauthority by reason of such party’s having or being deemed to have structured, drafted or dictatedsuch provision.(d) Representations, Warranties and Covenants. Each Credit Party hereby representsand warrants that, as of the date hereof:(i) this Amendment and the Credit Agreement as amended by this Amendment, constitute thelegal, valid and binding obligations of such Credit Party, enforceable against it in accordancewith their respective terms except as enforceability may be limited by applicable bankruptcy,insolvency or similar laws affecting the enforcement of creditor’s rights generally or byequitable principles relating to enforceability;(ii) its execution, delivery and performance of this Amendment and its performance of theCredit Agreement as amended by this Amendment, (A) are within such Person’s power; (B) have beenduly authorized by all necessary corporate, limited liability company or limited partnershipaction; (C) do not contravene any provision of such Person’s charter, bylaws, partnershipagreement or operating agreement, as applicable; (D) do not violate in any material respect anylaw or regulation, or any order or decree of any court or Governmental Authority; (E) do notconflict in any material respect with or result in a material breach or termination of,constitute a default under or accelerate or permit the acceleration of any performance requiredby, any material indenture, mortgage, deed of trust, lease, agreement or other materialinstrument to which such Person is a party or by which such Person or any of its materialproperty is bound; (F) do not result in the creation or imposition of any Lien upon any of theproperty of such Person other than those in favor of Agent, on behalf of itself and Lenders,pursuant to the Loan Documents; and (G) do not require any material consent or approval of anyGovernmental Authority or any other Person that has not already been obtained; and
 
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(iii) (1) no Default or Event of Default has occurred and is continuing and (2) all of therepresentations and warranties of such Credit Party contained in the Credit Agreement and in eachother Loan Document to which it is a party are true and correct in all material respects as ofthe date hereof as though made on and as of such date, except to the extent that suchrepresentation or warranty expressly relates to an earlier date and except for changes thereinexpressly permitted or expressly contemplated by the Credit Agreement.(e) Reaffirmation, Ratification and Acknowledgment. Each Credit Party hereby (1)ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, andeach grant of security interests and Liens in favor of the Agent, under each Loan Document to whichit is a party, (2) agrees and acknowledges that such ratification and reaffirmation is not acondition to the continued effectiveness of such Loan Documents, (3) agrees that neither suchratification and reaffirmation, nor the Agent’s or any Lender’s solicitation of such ratificationand reaffirmation, constitutes a course of dealing giving rise to any obligation or conditionrequiring a similar or any other ratification or reaffirmation from such Credit Party with respectto any subsequent modifications to the Credit Agreement or the other Loan Documents and (4) agreesthat none of the terms and conditions of this Amendment shall limit or diminish its payment andperformance obligations, contingent or otherwise, under the Loan Documents to which it is a party.The Credit Agreement, as modified by this Amendment, is in all respects ratified and confirmed.The parties hereto agree that each of the Loan Documents shall remain in full force and effect andis hereby ratified and confirmed. This Amendment shall constitute a Loan Document for purposes ofthe Credit Agreement.(f) Governing Law. **THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCEDIN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE ANDPERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.**(g) Effect. Upon the effectiveness of this Amendment, each reference in the CreditAgreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be areference to the Credit Agreement as amended hereby and each reference in the other Loan Documentsto the Credit Agreement, “thereunder,” “thereof,” or words of like import shall mean and be areference to the Credit Agreement as amended hereby. This Amendment shall constitute a LoanDocument for purposes of the Credit Agreement.(h) No Novation or Waiver. Except as specifically set forth in this Amendment, theexecution, delivery and effectiveness of this Amendment shall not (a) limit, impair, constitute awaiver by, or otherwise affect any right, power or remedy of, the Agent or any Lender under theCredit Agreement or any other Loan Document, (b) constitute a waiver of any provision in the CreditAgreement or in any of the other Loan Documents or of any Default or Event of Default that may haveoccurred and be continuing or (c) alter, modify, amend or in any way affect any of the terms,conditions, obligations, covenants or agreements contained in the Credit Agreement or in any of theother Loan Documents, all of which are ratified and affirmed in all respects and shall continue infull force and effect.
 
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(i) Agent’s Expenses. Without limitation of the obligations of the Credit Partiesunder Section 9.5 of the Credit Agreement, the Borrower hereby agrees to promptly reimburseAgent for all of the reasonable out-of-pocket expenses, including, without limitation, attorneys’and paralegals’ fees, it has heretofore or hereafter incurred or incurs in connection with thepreparation, negotiation and execution of this Amendment.******
 
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and yearfirst above written.      **CONSTAR, INC.,**