*Amendment to Credit Agreement*     “(a) Term Loans. The Borrower shall repay to the Term Loan Lenders theaggregate principal amount of all Term Loans outstanding on the following dates inthe respective amounts set forth opposite such dates (which amounts shall be reducedas a result of the application of prepayments in accordance with the order ofpriority set forth in Section 2.06):     **Date** **Amount** September 30, 2009 $3,000,000 December 31, 2009 $3,000,000 March 31, 2010 $3,000,000 June 30, 2010 $3,000,000 September 30, 2010 $3,000,000 December 31, 2010 $3,000,000 March 31, 2011 $3,000,000 June 30, 2011 $6,000,000 September 30, 2011 $6,000,000 December 31, 2011 $6,000,000 March 31, 2012 $6,000,000 June 30, 2012 $6,000,000 September 30, 2012 $6,000,000 December 31, 2012 $6,000,000 March 31, 2013 $6,000,000 Maturity Date $31,000,000 provided, however, that the final principal repayment installment ofthe Term Loans shall be repaid on the Maturity Date for the Term Loan Facility andin any event shall be in an amount equal to the aggregate principal amount of allTerm Loans outstanding on such date; provided, further, that if theaggregate of all Term Loan Borrowings is in an amount less than $50,000,000, thenthe amount of the scheduled repayments to be made, commencing with the paymentscheduled on September 30, 2009, shall be deemed reduced pro rata by an aggregateamount equal to the difference of $50,000,000 minus the aggregate principal amountof all Term Loan Borrowings.”     (b) Schedule 2.01 of the Credit Agreement is hereby amended by deleting it andreplacing it in its entirety with the Schedule 2.01 attached hereto as Annex I.     **SECTION 3.**Joinder by Barclays Bank PLC. By its signature below, Barclays Bank PLChereby confirms its agreement to join as a Lender under the Credit Agreement with a $10,000,000Term Loan Commitment and (a) represents and warrants that (i) it has full power and authority, andhas taken all action necessary, to execute and deliver this Amendment and to consummate thetransactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from andafter the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lenderthereunder and, shall have the obligations of a Lender thereunder, and it has, independently andwithout reliance upon the Administrative Agent, any other Agent or any other Lender or L/C Issuerand based on such documents and information as it has
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*Amendment to Credit Agreement*deemed appropriate, made its own creditanalysis and decision to enter into this Amendment andbecame a Lender under the Credit Agreement; and (b) agrees that (i) it will, independently andwithout reliance upon the Administrative Agent, any other Agent or any other Lender or L/C Issuer,and based on such documents and information as it shall deem appropriate at the time, continue tomake its own credit decisions in taking or not taking action under the Loan Documents.     **SECTION 4.**Representations and Warranties, Etc. To induce the Lenders and L/C Issuersto enter into this Amendment, the Borrower represents and warrants to the Administrative Agent,each L/C Issuer and the Lenders that as of the date hereof:     (a) each of the representations and warranties by the Borrower contained in the CreditAgreement and in the other Loan Documents are true and correct on and as of the date hereofin all material respects as though made as of the date hereof, except those that by theirterms relate solely as to an earlier date, in which event they shall be true and correct inall material respects on and as of such earlier date;     (b) the execution, delivery and performance of this Amendment has been duly authorizedby all requisite organizational action on the part of the Borrower;     (c) the Credit Agreement, this Amendment and each other Loan Document constitute validand legally binding agreements enforceable against each Loan Party that is a party theretoin accordance with their respective terms, except as such enforceability may be limited byapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or othersimilar laws relating to or affecting creditors’ rights generally and by general principlesof equity, regardless of whether considered in a proceeding in equity or at law; and     (d) no Default or Event of Default exists under the Credit Agreement or any of theother Loan Documents, both before and after giving effect to this Amendment.     **SECTION 5.**Ratification.     (a) The Borrower hereby ratifies and confirms, as of the Effective Date, (i) thecovenants and agreements contained in each Loan Document to which it is a party, including,in each case, as such covenants and agreements may be modified by this Amendment and thetransactions contemplated thereby and (ii) all of the Obligations under the Credit Agreementand the other Loan Documents. This Amendment is an amendment to the Credit Agreement, andthe Credit Agreement as amended hereby, is hereby ratified, approved and confirmed in eachand every respect.     (b) Each of the undersigned Subsidiary Guarantors hereby (i) agrees that all referencesin the Subsidiary Guaranty Agreement to the Credit Agreement includes a reference to theCredit Agreement, as amended hereby, and as it may be further amended modified, supplementedor amended and restated from time to time, (ii) confirms, affirms and ratifies theSubsidiary Guaranty Agreement and its obligations thereunder in all respects, and (iii)represents and warrants that its execution and delivery of this Amendment has been dulyauthorized by all necessary organizational action and that this
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*Amendment to Credit Agreement*Amendment constitutes itslegal, valid and binding obligation enforceable in accordancewith its terms, except as such enforceability may be limited by applicable bankruptcy,insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relatingto or affecting creditors’ rights generally and by general principles of equity, regardlessof whether considered in a proceeding in equity or at law.     (c) Each of the Loan Parties hereby, with respect to each Collateral Document to whichsuch Loan Party is a party, (i) agrees that all references in each Collateral Document tothe Credit Agreement includes a reference to the Credit Agreement, as amended hereby, and asit may be further amended modified, supplemented or amended and restated from time to time,(ii) confirms, affirms and ratifies each Collateral Document and its obligations thereunderin all respects and (iii) ratifies and affirms each grant of a security interest in theCollateral, as specified in each applicable Collateral Document.     **SECTION 6.**Effectiveness. This Amendment shall become effective as of the EffectiveDate when all of the conditions set forth in this Section have been satisfied.     (a) The Administrative Agent shall have received duly executed counterparts of thisAmendment from the Borrower, the Administrative Agent and Barclays Bank PLC; and     (b) The Administrative Agent shall have received (i) all reasonable out-of-pocket fees,costs and expenses incurred in connection with the negotiation, preparation, execution anddelivery of this Amendment and related documents (including the fees, charges anddisbursements of counsel to the Administrative Agent), (ii) all other fees, costs andexpenses due and payable pursuant to Section 10.04 of the Credit Agreement, in each caseunder either clause (i) or (ii) above, to the extent then invoiced, and (iii) all upfrontfees due to Barclays Bank PLC and any other Lender in connection with an increase in suchLender’s Commitment; and     (c) Barclays Bank PLC shall have received all documentation and other information thatBarclays Bank PLC has requested in order to comply with its ongoing obligations underapplicable “know your customer” and anti-money laundering rules and regulations, includingthe USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).     **SECTION 7.**Governing Law; Severability; Integration. THIS AMENDMENT SHALL BE GOVERNEDBY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. If any provision of thisAmendment or any other Loan Document is held to be illegal, invalid or unenforceable, (a) thelegality, validity and enforceability of the remaining provisions of this Amendment and the otherLoan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in goodfaith negotiations to replace the illegal, invalid or unenforceable provisions with validprovisions the economic effect of which comes as close as possible to that of the illegal, invalidor unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall notinvalidate or render unenforceable such provision in any other jurisdiction. Section 10.14(b),
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*Amendment to Credit Agreement*Section 10.14(d) and Section 10.15 of the Credit Agreement are incorporated by referenceherein with the same force and effect as if set forth herein in their entirety.     **SECTION 8.**Execution in Counterparts. This Amendment may be executed by the partieshereto in several counterparts (and by different parties hereto in different counterparts), each ofwhich shall constitute an original and all of which when taken together shall constitute a singledocument.     **SECTION 9.**Successors and Assigns. This Amendment shall be binding upon and inure tothe benefit of the parties hereto and their respective permitted successors and assigns;provided, however, that (a) the Borrower may not assign or transfer its rights orobligations hereunder without the prior written consent of the Administrative Agent and eachLender; and (b) the rights of sale, assignment and transfer of the Lenders are subject to Section10.06 of the Credit Agreement.     **SECTION 10.**Miscellaneous. (a) On and after the effectiveness of this Amendment, eachreference in each Loan Document to “the Credit Agreement”, “thereunder”,“thereof” or words of like import referring to the Credit Agreement shall mean and be areference to the Credit Agreement as amended or otherwise modified by this Amendment; (b) theexecution, delivery and effectiveness of this Amendment shall not, except as expressly providedherein, operate as a waiver of any default of the Borrower or any right, power or remedy of theAdministrative Agent, the L/C Issuers, the Syndication Agent, the Documentation Agent or theLenders under any of the Loan Documents, nor constitute a waiver of any provision of any of theLoan Documents; (c) this Amendment is a Loan Document executed pursuant to the Credit Agreement andshall (unless otherwise expressly indicated therein) be construed, administered and applied inaccordance with the terms and provisions of the Credit Agreement; and (d) a facsimile signature ofany party hereto shall be deemed to be an original signature for purposes of this Amendment.     **SECTION 11. ENTIRE AGREEMENT**. **THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINALAGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ORSUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THEPARTIES.**[Remainder of Page Left Intentionally Blank]
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*Amendment to Credit Agreement*     *IN WITNESS WHEREOF,*the parties hereto have caused this Amendment to be duly executed as ofthe date first above written.