**1.****Amendments to Credit Agreement****.**     (a) Schedule 1.1 of the Credit Agreement is hereby amended by deleting the followingdefinitions in their entirety: “Atlanta MDS Availability Block Amount”, “Atlanta MDS Date”,“Atlanta Net Cash Proceeds”, “Eligible SkyTel Accounts”, “MDS Availability Block Amount”, “NY MDSAvailability Block Amount”, “NY MDS Date”, “NY MDS Net Cash Proceeds”, “Second Amendment BlockAmount”, and “SkyTel Dilution Reserve”.     (b) Schedule 1.1 of the Credit Agreement is hereby amended and modified by amendingand restating, or adding (as applicable) the following definitions in the appropriate alphabeticalorder:          ““Availability Block” means (a) from March 1, 2009 and up to and including June 30,2009, $4,500,000, (b) from July 1, 2009 and up to and including October 31, 2009, $3,500,000, and(c) from and after November 1, 2009, $6,000,000.”          ““Base LIBOR Rate” means the greater of (a) 3.0% percent per annum, and (b) the rateper annum, determined by Agent in accordance with its customary procedures, and utilizing suchelectronic or other quotation sources as it considers appropriate, to be the rate at which Dollardeposits (for delivery on the first day of the requested Interest Period) are offered to majorbanks in the London interbank market 2 Business Days prior to the commencement of the requestedInterest Period, for a term and in an amount comparable to the Interest Period and the amount ofthe LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of aLIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by AdministrativeBorrower or any other Borrower in accordance with the Agreement, which determination shall beconclusive in the absence of manifest error.”          ““Base Rate” means, the greater of (a) 3.50% percent per annum and (b) the rate ofinterest announced, from time to time, within Wells Fargo at its principal office in San Franciscoas its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s baserates (not necessarily the lowest of such rates) and serves as the basis upon which effective ratesof interest are calculated for those loans making reference thereto and is evidenced by therecording thereof after its announcement in such internal publications as Wells Fargo maydesignate.”          ““Base Rate Margin” means (a) at any time prior to November 1, 2009, 4.00 percentagepoints, (b) from November 1, 2009 and up to and including January 31, 2010, 4.25 percentage points,(c) from and after February 1, 2010, 4.50 percentage points.”          “Borrowing Base” means, as of any date of determination, the result of:(a) 85% of the amount of Eligible Bell Accounts, *less*the amount, if any, ofthe Bell Dilution Reserve, *plus*(b) 60% of the amount of Eligible Dating Terms Accounts, *less*the amount, ifany, of the Dating Terms Dilution Reserve, *plus*(c) *the least of*
 

 
     (i) $4,500,000,     (ii) 50% of the value of Eligible Inventory, and     (iii) 80% *times*the most recently determined Net Liquidation Percentage(the “NOLV Percentage”) *times*the book value of Bell Minnesota’sEligible Inventory (it being understood that the NOLV Percentage is subjectto seasonal adjustments and Agent may, in its discretion, determine theperiods subject to such adjustments), *minus*(d) the sum of (i) the Bank Product Reserve, (ii) the Landlord Reserve,(iii) the Ingram Micro Reserve, (iv) the GE Reserve, (v) the IBM Reserve,and (vi) the aggregate amount of reserves, if any, established by Agentunder Section 2.1(b).”          ““LIBOR Rate Margin” means (a) at any time prior to November 1, 2009, 4.00 percentagepoints, (b) from November 1, 2009 and up to and including January 31, 2010, 4.25 percentage points,(c) from and after February 1, 2010, 4.50 percentage points.”     (c) Section 2.1(a) of the Credit Agreement is hereby amended and restated in itsentirety to read as follows:“(a) Subject to the terms and conditions of this Agreement,and during the term of this Agreement, each Lender with aRevolver Commitment agrees (severally, not jointly orjointly and severally) to make advances (“Advances”)to Borrowers in an amount at any one time outstanding not toexceed such Lender’s Pro Rata Share of an amount equal to*the lesser of*(i) the result of (y) the Maximum RevolverAmount at such time *less*(z) the Letter of Credit Usage atsuch time, and (ii) the result of (y) the Borrowing Base atsuch time less (z) the sum of (A) the Availability Block atsuch time plus (B) the Letter of Credit Usage at such time.”     (d) Section 2.6(b) of the Credit Agreement is hereby amended and restated in itsentirety as follows:          “(b) Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of theLenders with a Revolver Commitment, subject to any agreements between Agent and individualLenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs setforth in Section 2.12(e)) which shall accrue at a rate equal to the LIBOR Rate Margin timesthe Daily Balance of the undrawn amount of all outstanding Letters of Credit.”     (e) Section 2.12(a)(i) of the Credit Agreement is hereby amended and restated in itsentirety as follows:
 

 
          “(i) the Letter of Credit Usage would exceed the result of (y) the Borrowing Base less (z) thesum of (A) the Availability Block plus (B) the outstanding amount of Advances, or”     (f) Section 3.3 of the Credit Agreement is hereby amended and restated in its entiretyas follows:          “3.3 Term. This Agreement shall continue in full force and effect for a term endingon March 31, 2010 (the “Maturity Date”). The foregoing notwithstanding, the Lender Group,upon the election of the Required Lenders, shall have the right to terminate its obligations underthis Agreement immediately and without notice upon the occurrence and during the continuation of anEvent of Default.”     (g) Section 5.9 of the Credit Agreement is hereby amended and modified by adding thefollowing new provision at the end thereof:          “The foregoing to the contrary notwithstanding, Borrowers’ failure to provide Agent with aCollateral Access Agreement with respect to the following location shall not constitute an Event ofDefault under the Credit Agreement or any other Loan Document: 580 Yankee Doodle Road, Eagan, MN55121.”     (h) Section 6.16(a) of the Credit Agreement hereby is amended and restated in itsentirety to read as follows:          “(a) **Minimum Adjusted EBITDA.**                    Fail to achieve Adjusted EBITDA, measured on a month-end basis, of at least the requiredamount set forth in the following table for the applicable period set forth opposite thereto:   Applicable Amount Applicable Period$   (839,000) For the 12 month period ending