income or loss from discontinued operations and any net after-tax gain orloss on disposal of discontinued operations shall be excluded, (ii) any netafter-tax gain or loss (less all fees and expenses or charges relatingthereto) attributable to business dispositions or asset dispositions otherthan in the ordinary course of business (as determined in good faith by theboard of directors of the Borrower) shall be excluded, (iii) any netafter-tax income or loss (less all fees and expenses or charges relatingthereto) attributable to the early extinguishment of indebtedness shall beexcluded, (iv) any non-cash compensation expense realized from or related toprofit interest awards, grants of stock appreciation or similar rights, stockoptions or other rights to directors, officers and employees of the Borroweror any of its Subsidiaries shall be excluded, (v) Consolidated Net Income forsuch period shall not include the cumulative effect of a change in accountingprinciples during such period, (vi) solely for purposes of determiningcompliance with Section 6.14 and the other provisions of the Credit Agreementdetermined with reference to Section 6.14, Consolidated Net Income for suchperiod shall not include any impairment of goodwill or any impairment oramortization of items included in the balance sheet (in a manner notinconsistent with the Borrower’s unaudited balance sheet as of December 31,2008) as “Intangible assets, net”, and (vii) Consolidated Net Income shallnot include any non-cash gains or non-cash losses of the Borrower and itsSubsidiaries relating to changes in fair value of, and accounting related to,interest rate derivatives or foreign exchange derivatives; provided,further, that for purposes of determinations of Consolidated Net Income, itshall be assumed that amounts actually paid or payable by the Borrower to theParent pursuant to Section 6.5(b)(i) were taxes expensed by the Borrower.          (2) deleting the definition of “Consolidated Net Worth” appearing therein and inserting thefollowing new definition in appropriate alphabetical order:“Consolidated Tangible Net Worth” shall mean: as at any date ofdetermination, the total member’s equity of the Borrower and its consolidatedSubsidiaries**,**less any goodwill and any items included in the balance sheet(in a manner not inconsistent with the Borrower’s unaudited balance sheet asof December 31, 2008) as “Intangible assets, net” of the Borrower and itsconsolidated Subsidiaries and excluding the “Accumulated other comprehensiveincome (loss)” component of member’s equity to the extent such component isassociated with non-cash gains or non-cash losses relating to changes in fairvalue of, and accounting related to, interest rate derivatives or foreignexchange derivatives, all as determined in accordance with GAAP,provided, that Borrower may (without duplication) add back toConsolidated Tangible Net Worth the amount of any deductions therefromrelating to the fees, premiums, penalties, costs and expenses arising out ofrefinancing or repayment of the Facilities and the
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Second Lien Facility (including any applicable OID charges) from time to time(including (x) such fees, premiums, penalties, costs and expenses capitalizedby the Borrower on or prior to December 31, 2008 and being amortized over theterm of the Facilities or the Second Lien Facility, as applicable, and (y)the retirement of all or a portion of the “Obligations” (as defined in theSecond Lien Agreement) in connection with the Qualified IPO in June 2008 butnot the fee paid to the Kelso Group in exchange for terminating theManagement Agreement).          (B) Section 6.14 of the Credit Agreement is hereby replaced in its entirety with thefollowing:          “SECTION 6.14. Minimum Consolidated Tangible Net Worth.Subject to adjustments in connection with Specified Equity Contributions asspecified in Section 1.2 hereof, permit the Consolidated Tangible NetWorth of the Borrower and its Subsidiaries to be less than 80% of theirConsolidated Tangible Net Worth on December 31, 2008 (which is equal to$194,528,000, which amount is the balance in the financial statements priorto audit) and, as of December 31st of each subsequent fiscal yearthe minimum amount applicable during the prior fiscal year plus 75%of the proceeds of the issuance of any Equity Interests (other than such asare Specified Equity Contributions) raised during such fiscal year,plus 75% of the Consolidated Net Income (without any deduction forConsolidated Net Income of less than zero) of the Borrower and itsconsolidated Subsidiaries for such fiscal year. The minimum ConsolidatedTangible Net Worth computed pursuant to the preceding provisions of thisSection 6.14 shall be reduced by the aggregate amount of dividends made incompliance with Section 6.5(b)(iii) hereof. The Borrower shalldeliver to the Administrative Agent a certificate, in form and substancereasonably acceptable to the Administrative Agent, within one-hundred twenty(120) days after the end of each fiscal year, demonstrating compliance withthis Section 6.14.”          SECTION 3.Conditions to Effectiveness. The effectiveness of this Amendment is subjectto the satisfaction of each of the following conditions (the date on which such conditions havebeen satisfied referred to herein as the “Amendment Effective Date”):          (A) the receipt by the Administrative Agent of counterparts of this Amendment which, whentaken together, bear the signatures of the Borrower, the Parent, the Guarantors (and any entityrequired to join the Credit Agreement as a Guarantor pursuant to Section 5.21 of the CreditAgreement), the Required Lenders and the Administrative Agent;          (B) after giving effect to this Amendment, no Event of Default or Default shall have occurredand be continuing; and
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          (C) the representations and warranties contained in Section 4 hereof being true and correct.          SECTION 4. Representations and Warranties. Each Credit Party represents and warrantsthat before and after giving effect to this Amendment, the representations and warranties containedin the Credit Agreement are true and correct in all material respects on and as of the date hereofas if such representations and warranties had been made on and as of the date hereof (except to theextent that any such representations and warranties specifically relate to an earlier date).          SECTION 5. Further Assurances. At any time and from time to time, upon theAdministrative Agent’s request and at the sole expense of the Credit Parties, each Credit Partywill promptly and duly execute and deliver any and all further instruments and documents and takesuch further action as the Administrative Agent reasonably deems necessary to effect the purposesof this Amendment.          SECTION 6. Fundamental Documents. This Amendment shall constitute a FundamentalDocument.          SECTION 7. Full Force and Effect. Except as expressly set forth herein, thisAmendment does not constitute a waiver or a modification of any provision of the Credit Agreementor a waiver of any Event of Default under the Credit Agreement. The Credit Agreement and the otherFundamental Documents shall continue in full force and effect in accordance with the provisionsthereof on the date hereof and are hereby ratified and affirmed. As used in the Credit Agreement,the terms “Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, and words ofsimilar import, shall, unless the context otherwise requires, mean the Credit Agreement as amendedby this Amendment.          SECTION 8. References. This Amendment shall be limited precisely as written and shallnot be deemed (a) to be a consent granted pursuant to, or a waiver or modification of, any otherterm or condition of the Credit Agreement or any of the instruments or agreements referred totherein or (b) to prejudice any right or rights which the Administrative Agent or the Lenders maynow have or have in the future under or in connection with the Credit Agreement or any of theinstruments or agreements referred to therein. Whenever the Credit Agreement is referred to in theCredit Agreement or any of the instruments, agreements or other documents or papers executed ordelivered in connection therewith, such reference shall be deemed to mean the Credit Agreement asmodified by this Amendment.          SECTION 9. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND IN ACCORDANCE WITHTHE LAWS OF THE STATE OF NEW YORK.          SECTION 10. Counterparts. This Amendment may be executed in two or more counterparts,each of which shall constitute an original, but all of which when taken together shall constitutebut one instrument. Delivery of an executed counterpart of a signature page of this Amendment byfacsimile transmission or electronic photocopy (i.e., “.pdf”) shall be effective as delivery of amanually executed counterpart hereof.
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          SECTION 11. Expenses. The Borrower agrees to pay all out-of-pocket expenses incurredby the Administrative Agent in connection with the preparation, execution and delivery of thisAmendment, including, but not limited to, the reasonable fees and disbursements of counsel for theAdministrative Agent.          SECTION 12. Headings. The headings of this Amendment are for the purposes ofreference only and shall not affect the construction of or be taken into consideration ininterpreting this Amendment.          SECTION 13. Public/Private Information. Each of the Lenders acknowledges thatInformation furnished to it pursuant to this Amendment No. 4 may include material non-publicInformation concerning the Borrower and its related parties or their respective securities, andconfirms that it has developed compliance procedures regarding the use of material non-publicInformation and that it will handle such material non-public Information in accordance with thoseprocedures and applicable law, including federal and state securities laws. All Information,including requests for waivers and amendments, furnished by the Borrower pursuant to, or in thecourse of administering, this Amendment No. 4, will be syndicate-level Information, which maycontain material non-public Information about the Borrower and its related parties or theirrespective securities. Accordingly, each Lender represents to the Borrower and the AdministrativeAgent that it has identified in its “Administrative Questionnaire” a credit contact who may receiveinformation that may contain material non-public Information in accordance with its complianceprocedures and applicable law.[*Signature Pages Follow*]
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     IN WITNESS WHEREOF, the parties hereby have caused this Amendment to be duly executed as ofthe date first written above.      **BORROWER**: