EX-10.5






Exhibit 10.5


EXECUTION VERSION


TSI HOLDINGS II, LLC
TOWN SPORTS INTERNATIONAL, LLC
FIRST AMENDMENT TO CREDIT AGREEMENT


This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is dated as of January 30, 2015 and entered into by and among TSI HOLDINGS II, LLC, a Delaware limited liability company (“Holdings”), TOWN SPORTS INTERNATIONAL, LLC, a New York limited liability company (the “Borrower”), the Subsidiary Guarantors listed on the signature pages hereto (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), the financial institutions listed on the signature pages hereof and executing this First Amendment (the “Lenders”) and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and is made with reference to that certain Credit Agreement, dated as of November 15, 2013 (the “Credit Agreement”), by and among Holdings, the Borrower, the Lenders (as defined in the Credit Agreement) and the Administrative Agent.  Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, Holdings, the Borrower and each Lender party hereto desire to amend the Credit Agreement to permit Parent to purchase Term Loans in accordance with the terms thereof;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
		
	Section 1.
	AMENDMENTS TO THE CREDIT AGREEMENT


		
	1.1
	                              Amendments to Section 1:  Definitions and Accounting Terms


A.Section 1.01 of the Credit Agreement is hereby amended by adding thereto the following new definitions, which definitions shall be inserted in proper alphabetical order:
“First Amendment” shall mean the First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, among Holdings, the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent.
“First Amendment Effective Date” shall have the meaning provided in the First Amendment, which date is January 30, 2015.
B.Section 1.01 of the Credit Agreement is hereby further amended by amending and restating the definition of “Eligible Transferee” appearing therein in its entirety as follows:
“Eligible Transferee” shall mean and include a commercial bank, an insurance company, a finance company, a financial institution, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act), but excluding individuals, Parent, Holdings and their respective Subsidiaries and Affiliates (except to the limited extent permitted by Section 2.17 or clause (ii) of the proviso below); provided, however, notwithstanding the foregoing, (i) one or more Affiliates of Parent (including, for the avoidance of doubt, all directors and officers of Parent, Holdings or any of their respective Subsidiaries) that are neither Parent, Holdings nor any of their respective Subsidiaries, but may include individuals, may be an Eligible Transferee for up to $3,000,000 in the aggregate of outstanding Term Loans at any time for all such Affiliates so long as any such Affiliate shall have waived its right to (x) receive (and by becoming a Lender hereunder hereby waives its right to receive) information (other than administrative information such as notifications under Section 2) not prepared by (or on behalf of) Parent, Holdings or any of their respective Subsidiaries from the Administrative Agent or any Lender (or any advisor, agent or counsel thereof) under or in connection with the Credit Documents and (y) attend (and by becoming a Lender hereunder hereby waives its right to attend) any meeting or conference call (or any portion thereof) with the 







Administrative Agent or any Lender but in which neither Parent, Holdings nor any of their respective Subsidiaries participates and (ii) Parent may be an Eligible Transferee with respect to Term Loans and, for the avoidance of doubt, may purchase such Term Loans in the open market or otherwise, so long as all such Term Loans are either (A) automatically cancelled and retired directly by Parent on the settlement date of the relevant purchase (and such Term Loans may not be resold) or (B) (I) immediately contributed by Parent to Holdings, (II) immediately thereafter contributed by Holdings to the Borrower and (III) automatically cancelled and retired by the Borrower, in each case, on the settlement date of the relevant purchase (and such Term Loans may not be resold); provided, further, that (1) no Lender shall have an obligation to participate in any such assignments and (2) with respect to any such purchase contemplated by this clause (ii), the Administrative Agent hereby waives the fee set forth in clause (v) of the second proviso in Section 13.04(b) (it being understood and agreed by the Administrative Agent and the Lenders that (A) the par principal amount of Term Loans of the respective Tranche so purchased by Parent and cancelled pursuant to this definition shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Tranche of Term Loans of the applicable selling Lenders on a pro rata basis, (B) Parent may contribute such purchased Term Loans to Holdings (and by Holdings to the Borrower) in order to cancel such Term Loans as contemplated above in this definition and (C) the Administrative Agent and the Lenders (including any Lender selling its Term Loans to Parent) hereby consent to the transactions contemplated by clause (ii) of this proviso).
		
	Section 2.
	CONDITIONS TO EFFECTIVENESS


Section 1 of this First Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): 
A.Amendment.  Holdings, the Borrower, the Subsidiary Guarantors and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile (or other electronic) transmission) their signed counterparts to the Administrative Agent.
B.Fees and Expenses.  The Borrower shall have paid all costs, fees, expenses and other amounts due and payable pursuant to the Credit Documents and any other fee due and payable to the Administrative Agent or any affiliate thereof as may have been separately agreed to by the Borrower and the Administrative Agent or such affiliate in connection with this First Amendment, including the reasonable fees and expenses of White & Case LLP.
		
	Section 3.
	CREDIT PARTY REPRESENTATIONS AND WARRANTIES


In order to induce the Lenders to enter into this First Amendment and to amend the Credit Agreement in the manner provided herein, each Credit Party represents and warrants to each Lender that the following statements are true and correct:  
A.Power and Authority.  Each Credit Party has the corporate, partnership or limited liability company power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this First Amendment and has taken all necessary corporate, partnership or limited liability company action, as the case may be, to authorize the execution, delivery and performance by it of this First Amendment.  Each Credit Party has duly executed and delivered this First Amendment, and this First Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).
B.Approvals.  No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, any Credit Party in connection with, (i) the execution, delivery and performance of this First Amendment or (ii) the legality, validity, binding effect or enforceability of this First Amendment (except for those that have otherwise been obtained or made).
C.No Violation.  Neither the execution, delivery or performance by any Credit Party of this First Amendment, nor compliance by it with the terms and provisions hereof, (i) will contravene in any material respect any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or 







loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party or any of its Subsidiaries is a party or by which it or any its property or assets is bound or to which it may be subject, or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement, partnership agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party or any of its Subsidiaries.
D.Incorporation of Representations and Warranties From Credit Agreement.  The representations and warranties contained in Section 8 of the Credit Agreement are and will be true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded for purposes of this condition. 
E.Absence of Default.  No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this First Amendment that would constitute a Default or an Event of Default.
		
	Section 4.
	ACKNOWLEDGMENT AND CONSENT


Each of Holdings, the Borrower and each Subsidiary Guarantor has read this First Amendment and consents to the terms hereof and hereby acknowledges and agrees that any Guaranty and any Security Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and shall not be impaired or limited by the execution or effectiveness of this First Amendment.
Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this First Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of any Subsidiary Guarantor to any future amendments to the Credit Agreement as amended hereby.
		
	Section 5.
	MISCELLANEOUS


A.Reference to and Effect on the Credit Agreement and the Other Credit Documents.  
(i)On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.
(ii)The parties hereto agree that this First Amendment is a Credit Document.
(iii)Except as specifically amended by this First Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.
(iv)The execution, delivery and performance of this First Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Credit Documents.
B.Headings.  Section and subsection headings in this First Amendment are included herein for convenience of reference only and shall not constitute a part of this First Amendment for any other purpose or be given any substantive effect. 
C.Applicable Law.  THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.







D.Counterparts.  This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  Delivery of an executed counterpart hereof by facsimile or other electronic transmission shall be as effective as delivery of any original executed counterpart hereof. 


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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
	
		
	TSI HOLDINGS II, LLC

	 
	 

	By:
	/s/ David Kastin

	 
	 

	Name:
	David Kastin

	 
	 

	Title:
	Senior Vice President

	 
	 

	 
	 

	TOWN SPORTS INTERNATIONAL, LLC

	 
	 

	By:
	/s/ David Kastin

	 
	 

	Name:
	David Kastin

	 
	 

	Title:
	Senior Vice President




























-Signature Page-
First Amendment to Credit Agreement







	
	
	BFX 30 BROAD STREET, LLC

	 

	BFX 1231 THIRD AVENUE, LLC

	 

	BFX BACK BAY, LLC

	 

	BFX WEST 15th STREET, LLC

	 

	BOUTIQUE FITNESS, LLC

	 

	TSI 217 BROADWAY, LLC

	 

	TSI ALEXANDRIA, LLC

	 

	TSI ALEXANDRIA WEST, LLC

	 

	TSI ALLSTON, LLC

	 

	TSI ANDOVER, LLC

	 

	TSI ARDMORE, LLC

	 

	TSI ARTHRO-FITNESS SERVICES, LLC

	 

	TSI ASTORIA, LLC

	 

	TSI AVENUE A, LLC

	 

	TSI BACK BAY, LLC

	 

	TSI BATTERY PARK, LLC

	 

	TSI BAY RIDGE 86TH STREET, LLC

	 

	TSI BAYONNE, LLC

	 

	TSI BAYRIDGE, LLC

	 

	TSI BEACON STREET, LLC

	 

	TSI BENSONHURST, LLC

	 

	TSI BETHESDA, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President
















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI BOYLSTON, LLC

	 

	TSI BROADWAY, LLC

	 

	TSI BROOKLYN BELT, LLC

	 

	TSI BRUNSWICK, LLC

	 

	TSI BULFINCH, LLC

	 

	TSI BUTLER, LLC

	 

	TSI CANTON, LLC

	 

	TSI CARMEL, LLC

	 

	TSI CASH MANAGEMENT, LLC

	 

	TSI CENTRAL SQUARE, LLC

	 

	TSI CHERRY HILL, LLC

	 

	TSI CHEVY CHASE, LLC

	 

	TSI CLARENDON, LLC

	 

	TSI CLARENDON STREET, LLC

	 

	TSI CLIFTON, LLC

	 

	TSI COBBLE HILL, LLC

	 

	TSI COLONIA, LLC

	 

	TSI COLUMBIA HEIGHTS, LLC

	 

	TSI COMMACK, LLC

	 

	TSI CONNECTICUT AVENUE, LLC 

	 

	TSI COURT STREET, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President




















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI CROTON, LLC

	 

	TSI DANBURY, LLC

	 

	TSI DAVIS SQUARE, LLC

	 

	TSI DEER PARK, LLC

	 

	TSI DOBBS FERRY, LLC

	 

	TSI DORCHESTER, LLC

	 

	TSI DOWNTOWN CROSSING, LLC

	 

	TSI DUPONT CIRCLE, INC.

	 

	TSI DUPONT II, INC.

	 

	TSI EAST 23, LLC

	 

	TSI EAST 31, LLC 

	 

	TSI EAST 34, LLC

	 

	TSI EAST 36, LLC

	 

	TSI EAST 41, LLC

	 

	TSI EAST 48, LLC

	 

	TSI EAST 51, LLC

	 

	TSI EAST 59, LLC

	 

	TSI EAST 76, LLC

	 

	TSI EAST 86, LLC

	 

	TSI EAST 86th STREET II, LLC

	 

	TSI EAST 91, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President




















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI EAST BRUNSWICK, LLC

	 

	TSI EAST MEADOW, LLC

	 

	TSI ENGLEWOOD, LLC

	 

	TSI F STREET, LLC

	 

	TSI FAIRFAX, LLC

	 

	TSI FENWAY, LLC 

	 

	TSI FIRST AVENUE, LLC

	 

	TSI FIT ACQUISITION, LLC

	 

	TSI FOREST HILLS, LLC

	 

	TSI FORT LEE, LLC

	 

	TSI FRAMINGHAM, LLC

	 

	TSI FRANKLIN (MA), LLC 

	 

	TSI FRANKLIN PARK, LLC

	 

	TSI FREEHOLD, LLC

	 

	TSI GALLERY PLACE, LLC

	 

	TSI GARDEN CITY, LLC

	 

	TSI GARNERVILLE, LLC

	 

	TSI GEORGETOWN, LLC

	 

	TSI GERMANTOWN, LLC

	 

	TSI GIFTCO, LLC

	 

	TSI GLENDALE, LLC ,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President




















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI GLOVER, LLC

	 

	TSI GRAND CENTRAL, LLC

	 

	TSI GREAT NECK, LLC

	 

	TSI GREENPOINT, LLC

	 

	TSI GREENWICH, LLC

	 

	TSI HARTSDALE, LLC

	 

	TSI HAWTHORNE, LLC

	 

	TSI HERALD, LLC

	 

	TSI HICKSVILLE, LLC

	 

	TSI HIGHPOINT, LLC

	 

	TSI HOBOKEN, LLC

	 

	TSI HOBOKEN NORTH, LLC

	 

	TSI HOLDINGS (CIP), LLC

	 

	TSI HOLDINGS (DC), LLC

	 

	TSI HOLDINGS (IP), LLC

	 

	TSI HOLDINGS (MA), LLC

	 

	TSI HOLDINGS (MD), LLC

	 

	TSI HOLDINGS (NJ), LLC

	 

	TSI HOLDINGS (PA), LLC

	 

	TSI HOLDINGS (VA), LLC

	 

	TSI HUNTINGTON, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President
















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI INTERNATIONAL, INC.

	 

	TSI IRVING PLACE, LLC

	 

	TSI JAMAICA ESTATES, LLC

	 

	TSI JERSEY CITY, LLC

	 

	TSI K STREET, LLC

	 

	TSI LARCHMONT, LLC

	 

	TSI LEXINGTON (MA), LLC

	 

	TSI LINCOLN, LLC

	 

	TSI LIVINGSTON, LLC

	 

	TSI LONG BEACH, LLC

	 

	TSI LYNNFIELD, LLC

	 

	TSI M STREET, LLC

	 

	TSI MAHWAH, LLC

	 

	TSI MAMARONECK, LLC

	 

	TSI MARKET STREET, LLC

	 

	TSI MARLBORO, LLC

	 

	TSI MATAWAN, LLC

	 

	TSI MERCER STREET, LLC

	 

	TSI MIDWOOD, LLC

	 

	TSI MONTCLAIR, LLC 

	 

	TSI MORRIS PARK, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President




















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI MURRAY HILL, LLC

	 

	TSI NANUET, LLC

	 

	TSI NATICK, LLC

	 

	TSI NEW ROCHELLE, LLC

	 

	TSI NEWARK, LLC

	 

	TSI NEWBURY STREET, LLC

	 

	TSI NEWTON, LLC

	 

	TSI NO SWEAT, LLC

	 

	TSI NORTH BETHESDA, LLC

	 

	TSI NORWALK, LLC

	 

	TSI OCEANSIDE, LLC

	 

	TSI OLD BRIDGE, LLC

	 

	TSI PARSIPPANY, LLC

	 

	TSI PLAINSBORO, LLC

	 

	TSI PORT JEFFERSON, LLC

	 

	TSI PRINCETON, LLC

	 

	TSI PRINCETON NORTH, LLC

	 

	TSI PROVIDENCE DOWNTOWN, LLC

	 

	TSI PROVIDENCE EASTSIDE, LLC

	 

	TSI RADNOR, LLC

	 

	TSI RAMSEY, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President




















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI READE STREET, LLC

	 

	TSI REGO PARK, LLC

	 

	TSI RIDGEWOOD, LLC

	 

	TSI RODIN PLACE, LLC

	 

	TSI SCARSDALE, LLC

	 

	TSI SEAPORT, LLC

	 

	TSI SHERIDAN, LLC

	 

	TSI SILVER SPRING, LLC

	 

	TSI SMITHTOWN, LLC

	 

	TSI SOCIETY HILL, LLC

	 

	TSI SOHO, LLC

	 

	TSI SOMERS, LLC

	 

	TSI SOMERSET, LLC

	 

	TSI SOUTH BETHESDA, LLC

	 

	TSI SOUTH END, LLC

	 

	TSI SOUTH PARK SLOPE, LLC

	 

	TSI SOUTH STATION, LLC

	 

	TSI SPRINGFIELD, LLC

	 

	TSI STAMFORD DOWNTOWN, LLC

	 

	TSI STAMFORD POST, LLC

	 

	TSI STAMFORD RINKS, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President




















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI STATEN ISLAND, LLC

	 

	TSI STERLING, LLC

	 

	TSI SUMMER STREET, LLC

	 

	TSI SUNNYSIDE, LLC

	 

	TSI SYOSSET, LLC

	 

	TSI UNIVERSITY MANAGEMENT, LLC

	 

	TSI VARICK STREET, LLC

	 

	TSI WALL STREET, LLC

	 

	TSI WALTHAM, LLC

	 

	TSI WASHINGTON, INC.

	 

	TSI WATER STREET, LLC

	 

	TSI WATERTOWN, LLC

	 

	TSI WAYLAND, LLC

	 

	TSI WELLESLEY, LLC

	 

	TSI WELLINGTON CIRCLE, LLC

	 

	TSI WEST 14, LLC

	 

	TSI WEST 16, LLC

	 

	TSI WEST 23, LLC

	 

	TSI WEST 38, LLC

	 

	TSI WEST 41, LLC

	 

	TSI WEST 44, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President




















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI WEST 48, LLC

	 

	TSI WEST 52, LLC

	 

	TSI WEST 73, LLC

	 

	TSI WEST 76, LLC

	 

	TSI WEST 80, LLC

	 

	TSI WEST 94, LLC

	 

	TSI WEST 115TH STREET, LLC

	 

	TSI WEST 125, LLC

	 

	TSI WEST 145TH STREET, LLC

	 

	TSI WEST CALDWELL, LLC

	 

	TSI WEST END, LLC

	 

	TSI WEST HARTFORD, LLC

	 

	TSI WEST NEWTON, LLC

	 

	TSI WEST NYACK, LLC

	 

	TSI WEST SPRINGFIELD, LLC

	 

	TSI WESTBOROUGH, LLC

	 

	TSI WESTPORT, LLC

	 

	TSI WESTWOOD, LLC

	 

	TSI WEYMOUTH, LLC

	 

	TSI WHITE PLAINS, LLC

	 

	TSI WHITE PLAINS CITY CENTER, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President




















-Signature Page-
First Amendment to Credit Agreement







	
	
	TSI WHITESTONE, LLC

	 

	TSI WILLIAMSBURG, LLC

	 

	TSI WOBURN, LLC

	 

	TSI WOODMERE, LLC,

	each as a Guarantor

	 

	By: /s/ David Kastin                              

	       Name:  David Kastin

	       Title:  Senior Vice President


























































































-Signature Page-
First Amendment to Credit Agreement







	
		
	DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent

	 
	 

	 
	 

	By:
	/s/ Mary Kay Coyle

	 
	 

	Name:
	Mary Kay Coyle

	 
	 

	Title:
	Managing Director  

	 
	 

	 
	 

	By:
	/s/ Kirk L. Tashjian  

	 
	 

	Name:
	Kirk L. Tashjian  

	 
	 

	Title:
	Vice President














































































-Signature Page-
First Amendment to Credit Agreement