FIRST AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED SENIOR SUBORDINATEDREVOLVING CREDIT AGREEMENT

WHEREAS, Borrower anticipates the initial closing of a Capital Transaction on March 24, 2009 (the “Oak Transaction”), pursuant to which Borrower will issue to Oak Investment Partners XII, Limited Partnership (“Oak”), shares of Borrower’s Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”); and

WHEREAS, the Oak Transaction contemplates the issuance and sale of such shares of Series A Preferred Stock to Oak in two or more closings, the proceeds of which are anticipated to be sufficient to fully repay any remaining Outstanding Amounts under the Agreement; and

WHEREAS, in light of the Oak Transaction the Borrower and Lender desire to modify certain terms of the Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.               Consents and Waivers.  Lender hereby consents to Borrower entering into the Oak Transaction (including the termination of the Comerica Agreement), and waives the application of Section 2.7(b)(iv) as to the initial closing of the Oak Transaction.  For the avoidance of doubt, this consent and waiver does not extend to any other closing pursuant to the Oak Transaction, or any other Capital Transaction.  Lender hereby further consents to Borrower entering into that certain Registration Rights Agreement with Oak dated of even date herewith (the “Oak Registration Rights Agreement”) in connection with the Oak Transaction and hereby (i) waives, in accordance with that certain Amended and Restated Registration Rights Agreement, dated February 27, 2009, between Borrower and certain Affiliates of Lender (the “Existing Registration Rights Agreement”), any right granted under the Existing Registration Rights Agreement to have any of the Lender’s or its Affiliates’ Registrable Shares registered and/or sold under the Registration Statement (as defined in the Oak Registration Rights Agreement), except as set forth in Section 8(c)(ii) of the Oak Registration Rights Agreement and (ii) consents to the granting of piggyback registration rights to Oak and its permitted transferees as set forth in Section 8(c)(i) of the Oak Registration Rights Agreement..

2.               Prepayment.  Borrower shall remit to Lender $14,000,000 from the proceeds of the initial closing of the Oak Transaction, which amount shall constitute a prepayment of Outstanding Amounts under the Agreement.