SECOND AMENDMENT TO CREDIT AGREEMENT DATED FEBRUARY 27, 2004 BY, BETWEEN AND AMONG

Exhibit 10.1

SECOND AMENDMENT

TO

CREDIT AGREEMENT

DATED FEBRUARY 27, 2004

BY, BETWEEN AND AMONG

BEASLEY MEZZANINE HOLDINGS, LLC,

BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT

AND

THE LENDERS PARTY THERETO

This SECOND AMENDMENT (the “Amendment”) dated as of June 27, 2005, is entered into by, between and among BEASLEY MEZZANINE HOLDINGS, LLC, (“Borrower”), BANK OF MONTREAL, CHICAGO BRANCH (“Bank of Montreal”), as administrative agent for Lenders (in such capacity the “Administrative Agent”), and THE LENDERS (as defined in the Credit Agreement).

WHEREAS, Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of February 27, 2004, as amended by the First Amendment to Credit Agreement dated June 18, 2004 (as amended, the “Credit Agreement”);

WHEREAS, Borrower, the Administrative Agent and the Lenders (as defined in the Credit Agreement) desire to further amend the Credit Agreement as more particularly set forth below.

NOW, THEREFORE, Borrower, the Administrative Agent and the Lenders hereby agree as follows:

1. Defined Terms. Capitalized terms which are used herein without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

2. Amendment to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

“(x) fees and expenses paid in Cash by Borrower and its Subsidiaries in connection with the effectiveness of the Second Amendment to this Agreement to the extent included in determining net income for such period,”

“A. Rate of Interest. Subject to the provisions of subsections 2.6 and 2.7, each Loan shall bear interest on the unpaid principal amount thereof from the date made through maturity (whether by acceleration or otherwise) at a rate determined by reference to the Base Rate or the Adjusted LIBOR Rate, as the case may be. The applicable basis for determining the rate of interest with respect to any Loan shall be selected by Borrower initially at the time a Notice of Borrowing is given with respect to such Loan pursuant to subsection 2.1B. The basis for determining the interest rate with respect to any Loan may be changed by Borrower from time to time pursuant to subsection 2.2D. If on any day a Loan is outstanding with respect to which notice has not been delivered to Administrative Agent in accordance with the terms of this Agreement specifying the applicable basis for determining the rate of interest, then for that day that Loan shall bear interest determined by reference to the Base Rate.

Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Loans shall bear interest through maturity as follows:

(a) if a Base Rate Loan, then at the sum of the Base Rate plus the Applicable Margin per annum; or

(b) if a LIBOR Rate Loan, then at the sum of the Adjusted LIBOR Rate plus the Applicable Margin per annum.

With respect to Term Loans and Revolving Loans, the “Applicable Margin” for each Base Rate Loan and LIBOR Rate Loan shall be the percentage set forth below for that type of Loan based upon the Consolidated Total Debt Ratio as set forth and adjusted below:

The Applicable Margin for each Loan shall be adjusted, to the extent required, three (3) Business Days after the date of delivery of each Compliance Certificate delivered pursuant to subsection 6.1(iii) or 4.2G, as applicable, demonstrating a change in the Consolidated Total Debt Ratio requiring an adjustment to the Applicable Margin, such adjustment to remain in effect until three (3) Business Days after the next date of delivery of a Compliance Certificate (and related financial information required at such time pursuant to subsection 6.1 or 4.2G, as applicable) pursuant to subsection 6.1(iii) demonstrating a change in the Consolidated Total Debt Ratio requiring an adjustment to the Applicable Margin; provided that without limiting any Event of Default or Potential Event of Default that may result therefrom, in the event Borrower does not deliver any Compliance Certificate required pursuant to subsection 6.1 or 4.2G, as applicable, by the date specified therefor or if any Event of Default shall have occurred and be continuing, then, upon the election of Requisite Lenders, the Applicable Margin shall again be the highest amount set forth above until such Event of Default is cured or waived or until three (3) Business Days after the delivery of such Compliance Certificate, as applicable.”

“(iv) as long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom and the Consolidated Total Debt Ratio at such time and immediately prior to and after (on a pro forma basis giving effect to the dividend payment) is less than 5.50:1.00, Borrower may declare and pay Cash dividends to Holdings or NewHoldco for the sole purpose of paying Cash dividends to Holdings’ stockholders, provided that such Cash dividends may not exceed in the aggregate Seven Million Five Hundred Thousand Dollars ($7,500,000) in any Fiscal Year; and ”

“(v) as long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom and the Consolidated Total Debt Ratio at such time and immediately prior to and after (on a pro forma basis

giving effect to the dividend payment) is less than 5.50:1.00, Borrower may declare and pay a special one-time Cash dividend to Holdings or NewHoldco for the sole purpose of paying a Cash dividend to Holdings’ stockholders, provided that such Cash dividend may not exceed in the aggregate Fifteen Million Dollars ($15,000,000) and further provided that such special Cash dividend may not be paid in any Fiscal Year in which Borrower pays Cash dividends permitted under subsection 7.5(iv) of this Agreement.”

3. Representations and Warranties. Borrower represents and warrants to the Administrative Agent and the Lenders as follows:

4. Conditions to Effectiveness. This Amendment shall be effective as of June 27, 2005 subject to the satisfaction on or prior to such date of the following conditions:

Lender with respect to this Amendment, the Administrative Agent shall use commercially reasonable efforts to assist Borrower in securing a commitment from another Lender or an Eligible Assignee to replace the Non-Consenting Lender in accordance with the provisions of subsection 2.9B and Borrower agrees to pay promptly all of the actual and reasonable out-of-pocket costs and expenses incurred by Administrative Agent in connection with its efforts to replace the Non-Consenting Lender.

5. Miscellaneous Provisions.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT; ADDITIONAL

SIGNATURE PAGES OF LENDERS ARE ATTACHED]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]

[SIGNATURE PAGE TO BEASLEY SECOND AMENDMENT]