EXHIBIT NO. 4.9


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
dated as of August 04, 2005 and is entered into by and among RUSS BERRIE AND
COMPANY, INC., a New Jersey corporation (the “Company”), certain of its
domestic subsidiaries (together with the Company being collectively, the “Borrowers”),
the “Facility A Lenders” and the “Facility B Lenders” from time to time parties
to the Credit Agreement referred to below, LASALLE BANK NATIONAL ASSOCIATION, in
its capacity as “Issuing Bank” under the Credit Agreement, and LASALLE BUSINESS
CREDIT, LLC, as administrative agent (in such capacity, the “Administrative
Agent”) for itself, the Facility A Lenders, the Facility B Lenders and the
Issuing Bank.


 


RECITALS:


 


A.                                   The
Borrowers, the Administrative Agent, the Facility A Lenders, the Facility B
Lenders and the Issuing Bank (collectively, the “Parties” and each
individually, a “Party”) have entered into that certain Credit Agreement
dated as of June 28, 2005 (as the same may have been or may hereafter be
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”).


 


B.                                     The
Parties desire to enter into this Amendment to modify certain of the terms and
provisions of the Credit Agreement.


 


NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and subject to the terms and conditions set forth herein, the
Parties hereby agree as follows:


 


AGREEMENTS:


 


SECTION 1                                   DEFINITIONS.  Unless otherwise defined herein, capitalized
terms used in this Amendment shall have the meaning ascribed to such terms in
the Credit Agreement.


 


SECTION 2                                   RECITALS.  The foregoing Recitals are hereby made a part
of this Amendment.


 


SECTION 3                                   AMENDMENTS.


 


3.1                                 For
clarification purposes, all references in the Credit Agreement to the term “Excess
Availability,” including, without limitation, in Section 11.3(iii) and
the captions to Sections 11.13.3 and 12.1.4 (and the corresponding
references thereto in the Table of Contents) of the Credit Agreement shall be
deemed to mean and be references to “Excess Revolving Loan Availability.”


 





















 


3.2                                 The
following definitions appearing in Section 1.1 of the Credit Agreement
are hereby amended and restated in their entirety to read as follows:


 


“Eligible Assignee means (i) commercial banks organized
under the laws of the United States, or any State thereof, and having combined
capital and surplus of at least $500,000,000; (ii) commercial banks
organized under the laws of any other country that is a member of the OECD or
has concluded special lending arrangements with the International Monetary Fund
associated with its General Arrangements to borrow, or a political subdivision
of any such country, and having combined capital and surplus of at least
$500,000,000, so long as any such bank is acting through a branch or agency
located in the United States; (iii) finance companies, insurance companies
or other financial institutions or funds (whether corporations, partnerships,
trusts or other entities) that are regularly engaged in the United States in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and having combined capital and surplus of at least
$500,000,000 or with respect to any funds with total assets under its
management in excess of $250,000,000; (iv) any affiliate of any existing
Facility B Lender which is managed by, or under common management with, such
existing Facility B Lender and (v) any other Person other than an
Affiliate of a Loan Party approved by the Administrative Agent and the Loan
Party Representative, such approval not to be unreasonably withheld or delayed;
provided that except with respect to any Facility B Lender’s acquisition of any
Facility A Obligations pursuant to such Facility B Lender’s exercise of the
purchase option in accordance with Section 2.4 of the Intercreditor Agreement,
no Facility B Lender shall be an Eligible Assignee of any Facility A Lender with
respect to any portion of the Facility A Obligations.”


 


“Investments means, with respect to any Person, any investment
in another Person, whether by acquisition of any debt or Capital Security, by
making any loan or advance, by assuming, becoming obligated with respect to a
liability, Debt or Contingent Liability in respect of obligations of such other
Person.”


 


“Revolving Loan Availability means, at any time, the lesser
of (i) the Maximum Revolving Commitment in effect at such time and (ii) the
Borrowing Base at such time.”


 


3.3                                 Section
1.1 of the Credit Agreement is hereby further amended to amend and restate
clause (m) of the definition of “Eligible Account” appearing therein in its
entirety to read as follows:


 


“(m)  it is not owing by an
Account Debtor in respect of which 35% or more of the aggregate dollar amount
of all Accounts owing by such Account Debtor and its Affiliated Account Debtors
are ineligible pursuant to clause (l) immediately above.”


 


3.4                                 Section
7.5 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:


 


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“7.5                           Proration
of Payments.  If any Facility B
Lender shall obtain any payment or other recovery to which the Facility A
Lenders are entitled pursuant to the terms of this Agreement and the other Loan
Documents, then such Facility B Lender shall promptly turn over such payment to
the Administrative Agent (in the form received with any necessary endorsements)
for distribution to the Facility A Lenders in accordance with the terms hereof
and of the Guaranty and Collateral Agreement (and pending such turnover, such
Facility B Lender shall be deemed to hold such payment or recovery in trust for
the Administrative Agent and the Facility A Lenders).  Without limiting the foregoing sentence, if
any Lender shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of offset or otherwise, on account of (a) principal
of or interest on any Loan (but excluding (i) any payment pursuant to Section
8.7 or 15.6 and (ii) payments of interest on any Affected Loan)
or (b) its participation in any Letter of Credit) in excess of its applicable
Pro Rata Share of those payments and other recoveries obtained by all other
applicable Lenders on account of principal of and interest on the respective
Loans (or such participation) then held by them, then such Lender shall
purchase from the other applicable Lenders such participations in the
respective affected Loans (or sub-participations in Letters of Credit) held by
them as shall be necessary to cause such purchasing Lender to share the excess
payment or other recovery ratably with each of them; provided that if all or
any portion of the excess payment or other recovery is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery. 
Nothing in this Section shall be deemed to require the Facility A
Lenders to purchase a participation in any Facility B Obligation or the
interest, principal, fees or expenses owing to any Facility B Lender.”


 


3.5                                 Section 10.1 of the Credit Agreement is
hereby modified by amending and restating the preamble thereof in its entirety
to read as follows:


 


“10.1                     Reports, Certificates and Other
Information.  Deliver to the Administrative Agent (whereupon,
in the cases of Sections 10.1.1, 10.1.2, 10.1.3, 10.1.5(a),
10.1.6, 10.1.8 and 10.1.9, the Administrative Agent shall
deliver copies thereof to the Lenders):”.


 


3.6                                 Section 11.1 of the Credit Agreement is
hereby amended to add a new clause (n) thereto (and to appropriately modify the
punctuation of clause (m) thereof to accommodate such insertion) as follows:


 


“and (n) unsecured guaranties by any Loan
Party of the obligations of any Borrower under any license and/or/distribution
agreement entered into by such Borrower in the ordinary course of its business.”


 


3.7                                 Clause (x) of Section 11.4(f) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(x) if such Acquisition is structured as an
acquisition of Capital Securities, such Acquisition is of one hundred percent
of the Capital Securities of such Person


 


3





















 


(and in respect of which the provisions of Section
10.10 will be complied with), or is made through a Domestic Wholly-Owned
Subsidiary formed in compliance with 11.15, and the provisions of Section
10.10 have been satisfied with respect to all such Persons and its
Subsidiaries or such newly-formed Subsidiaries concurrently with or prior to
such Acquisition;”.


 


3.8                                 Section
15.1 of the Credit Agreement is hereby amended and restated in its entirety
to read as follows:


 


“15.1                     Waiver;
Amendments.  Except as set forth in clauses
(a) through (i) below, no amendment, modification or waiver of, or
consent with respect to, any provision of this Agreement or the other Loan
Documents shall in any event be effective unless the same shall be in writing
and acknowledged by the Administrative Agent, the Required Lenders, the Issuing
Bank and the Borrowers, and then any such amendment, modification, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.


 


(a) Without the consent of each Lender (including the Issuing Bank)
directly affected thereby, no amendment, modification, waiver or consent shall
(i) extend or increase the Commitment of any Lender, (ii) extend the date
scheduled for payment of any principal (excluding mandatory prepayments) of or
interest on the Loans or any fees payable hereunder or waive an Event of
Default for non-payment thereof, (iii) reduce the principal amount of any Loan,
the rate of interest thereon or any fees payable hereunder (except for periodic
changes in the Applicable Margins hereunder or resulting from the imposition of
the Default Rate), or (iv) reduce such Lender’s Pro Rata Share (other than in
connection with any permitted increase to the Revolving Commitment Limit
pursuant to Section 6.1.2).


 


(b) Without the consent of all Lenders, no amendment, modification,
waiver or consent shall (i) except as specifically provided in clause
(c)(iii) below, release any Loan Party from its obligations hereunder,
under any other Loan Document or under any guaranty of the Obligations or
release all or any substantial portion of the Collateral, (ii) amend the
definition of Required Lenders, (iii) amend the provisions of this Section
15.1; or (iv) amend the definition of Pro Rata Share.


 


(c) Without the consent of the Required Facility B Lenders no
amendment, modification, waiver or consent by the Facility A Lenders shall,
directly or (by means of amending, modifying or consenting to any departure
from any defined terms which would have the effect of amending, modifying,
waiving or consenting to any of the following) indirectly (i) amend any
provision of this Agreement if the effect is to increase the interest rate or
rates per annum or stated fees payable with respect to the Facility A Loans if
the aggregate effect of such increases or changes is to increase the interest
rates or stated fees in excess of two hundred (200) basis points over the
interest rates or stated fees otherwise set forth in this Agreement (it being
understood and agreed, however, that changes to interest rates and fees
resulting from fluctuations of the Base Rate, LIBOR Rate


 


4





















 


and other reference rates that may float and/or resulting from the
application of the Default Rate and changes to fees and charges by the
Administrative Agent are not subject to the limitations of this clause
(c)(i) and it being further understood and agreed that upon any such
increase with respect to the Facility A Loans, the Facility B Lenders shall be
entitled to make commensurate changes to the rates or stated fees payable with
respect to the Facility B Loans without the consent of the Facility A Lenders),
(ii) amend, waive or consent to a departure from: the definitions of “Material
Adverse Effect,” “Maximum Revolving Commitment,” “Revolving Loan
Availability;” Sections 2.1.1, 2.1.2, or 2.1.4, the
provisos to, and the last sentence of (in each case, solely as it relates to
the amount of the default rate of interest) Section 4.1, Sections 6
(other than Sections 6.1.1, 6.1.3 and the first paragraph of Section
6.2.1 (relating to voluntary prepayments of Revolving Loans)), 7, 10
(except with respect to Section 10.1.6, Section 10.11, and fees
and charges by the Administrative Agent pursuant to Section 10.2), 11
(other than Section 11.13.3), 13 (other than with respect to any
Event of Default arising as a result of the violation of any provision of this
Agreement or the other Loan Documents which the Facility A Lenders are
permitted to modify, waive, amend or consent to departures therefrom pursuant
to the terms hereof or thereof, in each case, without the consent of any of the
Facility B Lenders), or 15.6 (solely as it relates to assignment of
Facility B Loans); provided, that, the
consent of the Required Facility B Lenders shall not be required in connection
with waivers or consents to departures from the terms of Sections 10.1  (other
than Sections 10.1.5(a),  10.1.5(e) and, other than with respect
to the extension of time for the delivery of the applicable financial
statements, certificates and reports covered thereby, in each case, for a
period not in excess of 30 days past the date upon which the failure to deliver
such financial statements, certificates and/or reports would otherwise
constitute an Event of Default, Sections 10.1.1, 10.1.2, and 10.1.3),
10.2 and (solely to the extent such waiver or consent relates
specifically to the Facility A Obligations) 13.1.1, (iii) release or
subordinate any liens securing or any guarantees of the Obligations except to
the extent that such release or subordination is permitted under this Agreement
and the other Loan Documents in connection with any financing, refinancing,
sale or other disposition permitted under this Agreement , (iv) increase the
advance rates used in the calculation of the Borrowing Base hereunder, or
reduce the EDA Reserve below the lesser of its current level or the maximum
amount of the exposure under the EDA Loan Guarantee then in effect with respect
to the Company or any other Borrower; or (iv) amend or consent to any departure
from Section 6.5 of the Guaranty and Collateral Agreement.


 


(d) Without the consent of the Required Facility B Lenders amend the
definition of “Eligible Assignee” (solely as it relates to assignees of
Facility B Loans).


 


(e) Without the consent of all Facility B Lenders, no amendment, modification,
waiver or consent shall amend the definition of Required Facility B Lenders.


 


(f) Without the consent of all Facility A Lenders, amend the definition
of Required Facility A Lenders.


 


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(g) No amendment, modification or waiver of, or consent with respect
to, any provision of this Agreement or the other Loan Documents affecting
either the Administrative Agent (including each and every provision of Section
14 hereof) or the Issuing Bank, in each case, in such Person’s capacity as
such, shall be effective without the consent of the Administrative Agent and/or
the Issuing Bank, as applicable.


 


(h) Notwithstanding any of the foregoing to the contrary, for purposes
of voting or consenting to matters with respect to this Agreement and the other
Loan Documents, a Defaulting Lender shall not be considered a Lender and such
Defaulting Lender’s Pro Rata Share of the Obligations shall each be deemed to
be $0 until such Defaulting Lender makes the payments required in this
Agreement.


 


(i) Notwithstanding anything contained herein to the contrary, the
terms and provisions of Section 15.6.1(a) relating to the terms of any
assignment may be waived, amended or modified by the Administrative Agent, the
Issuing Bank, the Loan Party Representative and the effected assigning Lender,
in each case, without the consent of or notice to the other Lenders, and
compliance with such provisions as so waived, amended or modified shall be
deemed compliance with the provisions of Section 15.6.1(a) for purposes
of the remaining provisions of Section 15.6.1.


 


(j) Notwithstanding anything contained herein to the contrary, with
respect to, and in the event of, any amendment, waiver or modification of or to
this Agreement or any other Loan Document which would otherwise be approved
hereunder but for the refusal of one or more requisite Facility B Lender to
grant its approval thereto (a “Rejecting Facility B Lender”), such
refusal shall give rise to the following rights with respect to each such
Rejecting Facility B Lender (and each such Rejecting Facility B Lender hereby
agrees to cooperate with and to execute and deliver, at the Borrowers’ expense,
any reasonably necessary instruments, agreements and documents and take any and
all such actions as may be reasonably required in connection with the
enforcement of any such rights), (i) each Facility A Lender shall have the
right to purchase, for cash at the closing of such purchase, its ratable share
(as among all Facility A Lenders willing to make such purchase) of all (but not
less than all) of any such Rejecting Facility B Lender’s outstanding Term Loan
B and related Obligations owing to it hereunder in the manner set forth in Section 8.7(b)
and (ii) if no Facility A Lender elects to exercise the purchase option
described in the immediately preceding clause (i), then the Loan Party
Representative and/or the Administrative Agent shall have the right to
designate an alternative Lender (which shall meet the requirements of an
Eligible Assignee) acceptable to the Administrative Agent and the Issuing Bank
(such acceptance not to be unreasonably withheld or delayed) and, so long as no
Event of Default has occurred and is then continuing, the Loan Party
Representative, to serve as a Replacement Lender to purchase all (but not less
than all), for cash at the closing of such purchase, of the Loans and all such
related Obligations of such Rejecting Facility B Lender in the manner set forth
in Section 8.7(b): it being
agreed in either of the cases of clauses (i) and (ii) above,


 


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that no prepayment fee under Section
6.2.1(b) shall be due or payable in connection with any such purchase of
any Facility B Lender’s Facility B Obligations as set forth above.


 


SECTION 4                                   CONDITIONS.  The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent (unless
specifically waived in writing by the Administrative Agent):


 


4.1                                 The
Administrative Agent shall have received fully executed copies of this
Amendment executed by the Administrative Agent and each of the other Parties.


 


4.2                                 The
Canadian Borrower, the Company, the Canadian Agent and the Canadian Lenders
shall have executed an amendment to the Canadian Loan Agreement commensurate to
the extent relevant with the provisions of this Amendment, and such Canadian
Loan Agreement amendment shall become effective concurrently with or prior to
the effectiveness hereof.


 


4.3                                 All
proceedings taken in connection with the transactions contemplated by this
Amendment and all documents, instruments and other legal matters incident
thereto shall be reasonably satisfactory to the Administrative Agent.


 


SECTION 5                                   REAFFIRMATION.


 


The Borrowers
hereby expressly reaffirm and assume all of their obligations and liabilities
to the Administrative Agent, the Facility A Lenders, the Facility B Lenders and
the Issuing Bank as set forth in the Credit Agreement and the other Loan
Documents and agree to be bound by and abide by and operate and perform under
and pursuant to and comply fully with all of the terms, conditions, provisions,
agreements, representations, undertakings, warranties, indemnities, grants of
security interests and covenants contained in the Credit Agreement and the
other Loan Documents, as such obligations and liabilities may be modified by
this Amendment, as though the Credit Agreement and the other Loan Documents
were being re-executed on the date hereof, except to the extent that such terms
expressly relate to an earlier date.  The
Borrowers hereby ratify, confirm and affirm without condition, all liens and
security interests granted to the Administrative Agent pursuant to the Credit
Agreement and the other Loan Documents and such liens and security interests
shall continue to secure the Obligations under the Credit Agreement as amended
by this Amendment, and all extensions, renewals, refinancings, amendments or
modifications of any of the foregoing.


 


The Facility B
Lenders hereby ratify and confirm all of their obligations, liabilities and undertakings
under the Intercreditor Agreement, as such obligations, liabilities and
undertakings may be modified by this Amendment, as though the Intercreditor
Agreement were being re-executed on the date hereof.


 


SECTION 6                                   NO
WAIVER.


 


This Amendment
shall not be deemed to constitute a waiver or release of any existing Event of
Default or Unmatured Event of Default by the Borrowers (or any of them) under
the Credit Agreement or the other Loan Documents or any remedies or rights of
the Administrative


 


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Agent, the Facility A Lenders,
the Facility B Lenders or the Issuing Bank with respect thereto, all of which
are hereby reserved.


 


SECTION 7                                   GENERAL
PROVISIONS.


 


7.1                                 No
Changes. Except as expressly provided in this Amendment, the terms and
provisions of the Credit Agreement shall remain in full force and effect and
are hereby affirmed, confirmed and ratified in all respects.


 


7.2                                 Attorney’s
Fees and Costs.  The Borrowers hereby
agree to reimburse the Administrative Agent for all of its reasonable
out-of-pocket legal fees and expenses incurred in the preparation and
documentation of this Amendment and related documents.


 


7.3                                 Governing
Law.  This Amendment shall be
construed in accordance with and governed by the internal laws (without regard
to the conflicts of law provisions, other than Section 5-1401 of the New York
General Obligations Law) of the State of New York.


 


7.4                                 Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which
taken together shall be one and the same instrument.  This Amendment may also be executed by
facsimile and each facsimile signature hereto shall be deemed for all purposes
to be an original signatory page.


 


7.5                                 References.  On or after the effective date hereof, each
reference in the Credit Agreement or any of the other Loan Documents to this “Agreement”
or words of like import, shall unless the context otherwise requires, be deemed
to refer to the Credit Agreement as amended hereby.


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS
WHEREOF, the parties hereto have causes this Amendment to be executed by their
respective officers thereunto duly authorized and delivered at Chicago,
Illinois as of the date first written above.


 


 


	
   

  	
  BORROWERS:

  
	
   

  	
   

  
	
   

  	
  RUSS BERRIE AND COMPANY, INC.,
  a New

  Jersey corporation, as a Borrower and as the Loan

  Party Representative

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Wille

  	
   

  
	
   

  	
  Name:

  	
  John D. Wille

  
	
   

  	
  Title:

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KIDS LINE, LLC, a
  Delaware limited liability

  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Wille

  	
   

  
	
   

  	
  Name:

  	
  John D. Wille

  
	
   

  	
  Title:

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SASSY, INC., an
  Illinois corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Wille

  	
   

  
	
   

  	
  Name:

  	
  John D. Wille

  
	
   

  	
  Title:

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RUSS BERRIE & CO. (WEST), INC., a

  California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Wille

  	
   

  
	
   

  	
  Name:

  	
  John D. Wille

  
	
   

  	
  Title:

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  



 


Signature Page to First Amendment


 





















 


	
   

  	
  RUSS BERRIE AND COMPANY

  PROPERTIES, INC., a New Jersey corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Wille

  	
   

  
	
   

  	
  Name:

  	
  John D. Wille

  
	
   

  	
  Title:

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RUSSPLUS, INC., a
  New Jersey corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Wille

  	
   

  
	
   

  	
  Name:

  	
  John D. Wille

  
	
   

  	
  Title:

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RUSS BERRIE AND COMPANY

  INVESTMENTS, INC., a New Jersey corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Wille

  	
   

  
	
   

  	
  Name:

  	
  John D. Wille

  
	
   

  	
  Title:

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BOA DONE, INC., a
  West Virginia corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Wille

  	
   

  
	
   

  	
  Name:

  	
  John D. Wille

  
	
   

  	
  Title:

  	
  Vice President, Treasurer and

  
	
   

  	
   

  	
  Assistant Secretary

  



 


2





















 


	
   

  	
  LASALLE BUSINESS CREDIT,
  as

  Administrative Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raphael Shin

  	
   

  
	
   

  	
  Name:

  	
  Raphael Shin

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,
as Issuing Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jo Ann Clay

  	
   

  
	
   

  	
  Name:

  	
  Jo Ann Clay

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


First Amendment to

Loan and Security Agreement