AMENDMENTNO. 3 TO THE SECONDAMENDED AND RESTATED CREDIT AGREEMENT

SECTION 1. Amendments to Existing Credit Agreement. Upon, and subject to, the satisfaction (or waiver) of the conditions precedent set forth in Section 2 below, the Existing Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Existing Credit Agreement is hereby amended by adding in the appropriate alphabetical order the following new definitions:

(b) The definition of “Applicable Margin” contained in Section 1.01 to the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(c) The definition of “Asset Sale” contained in Section 1.01 to the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(d) The definition of “Steering Committee” contained in Section 1.01 to the Existing Credit Agreements is hereby amended in its entirety as follows:

(e) Section 2.07(a) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(f) Section 2.08(b)(v) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(g) Section 2.08(c) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(h) As a result of the increase in the Applicable Margin described in Section 1(b) above, Section 2.10(b) of the Existing Credit Agreement is hereby deleted in its entirety.

(i) Section 6.13(b) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(j) Section 7.03(e) of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(k) Section 7.03 of the Existing Credit Agreement is further amended by (i) deleting the word “and” at the end of Section 7.03(n), (ii) deleting the “.” at the end of Section 7.03(o) and inserting “; and” in lieu thereof and (iii) adding the following new clause (p):

(l) Section 7.11 to the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(m) Section 7.12 to the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(n) Section 7.14 to the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(o) Section 7.15 to the Existing Credit Agreement is hereby amended in its entirety to read as follows:

(p) Section 8.02 of the Credit Agreement is hereby amended by replacing the reference to “Section 8.01(g)” in the proviso with a reference to “Section 8.01(g)(i)”.

(q) The Existing Credit Agreement is hereby amended by adding a new Schedule 6.13(b) attached to this Amendment as Schedule 6.13(b).

SECTION 2.   Conditions to Effectiveness.  This Amendment shall become effective as of the date on or before January 15, 2010, unless extended by the Agent on which the following conditions shall have been satisfied (or waived):

(a) The Agent shall have received the following documents, each dated as of the Amendment No. 3 Effective Date:

(i) counterparts of this Amendment executed by the Loan Parties and the Required Lenders;

(ii) counterparts of the Consent executed by the Subsidiary Guarantors; and

(iii) a certificate of a Responsible Officer of the Borrower, the statements in which shall be true, certifying that (i) the representations and warranties set forth in Article 5 of the Existing Credit Agreement (as amended by this Amendment) are true and correct in all material respects as of the Amendment No. 3 Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and

warranties shall be true and correct in all material respects as of such earlier date), (ii) immediately prior to and after giving effect to the Amendment No. 3 Effective Date, no Default or Event of Default shall have occurred and be continuing and (iii) immediately prior to and after giving effect to the Amendment No. 3 Effective Date, the Borrower is in compliance, on a pro forma basis, with Sections 7.11, 7.12, 7.14 and 7.15 of the Existing Credit Agreement.

(b) The Borrower shall have paid the sum of $150,000,000 plus fifty percent (50%) of the Net Proceeds in excess of $200,000,000 from the registered offering of the common stock of the Borrower to be issued pursuant to the registration statement filed by the Borrower with the SEC on November 19, 2009 to the Agent for prepayment of the Borrowings as set forth in Section 2.08(c) of the Existing Credit Agreement.

(c) The Borrower shall have paid or caused to be paid, in cash, to the Agent, for the ratable account of each Lender entitled to such payment, the Accrued Fee (including all capitalized Accrued Fees) outstanding immediately prior to the Amendment No. 3 Effective Date, such payment to equal approximately $5,950,580.08 in the aggregate.

(d) The Borrower shall have paid or caused to be paid, in cash, to the Agent, for the account of each Lender consenting to this Amendment (such consent to be evidenced by such Lender’s execution and delivery of its signature page hereto) by 5:00 pm eastern on Monday, December 14, 2009 (provided that such Lender is not a Defaulting Lender on the Amendment No. 3 Effective Date), a fee equal to 0.25% of the aggregate amount of the outstanding Term Loans of such Lender, the outstanding fees of the Agent as of the Amendment No. 3 Effective Date and all reasonable and invoiced out-of-pocket expenses of the Agent in connection with this Amendment, including the reasonable fees, charges and expenses of Bingham McCutchen LLP and the financial advisor engaged under Section 6.16 of the Existing Credit Agreement.

SECTION 3.  Covenant.  Within thirty (30) days of the Amendment No. 3 Effective Date (or such later date as the Agent shall determine in its sole discretion), each of the Borrower, the Subsidiary Guarantors and the Agent shall have entered into such amendments to the Security Agreement and other Loan Documents as shall be necessary to give effect to the amendments to collateral arrangements contemplated herein, and otherwise to give effect to this Amendment.  Such amendments shall include, without limitation, an amendment to Section 12 of the Security Agreement to include a representation, warranty and covenant by the Borrower and each Subsidiary Guarantor that all cash owned by the Borrower and each Subsidiary Guarantor shall be deposited, upon or promptly after the receipt thereof, in one or more Controlled Deposit Accounts.  Such amendments will also address maximum threshold amounts and other exceptions for Deposit Accounts that are not Controlled Deposit Accounts, such amounts and exceptions to be negotiated in good faith between each Obligor and the Agent.

SECTION 4.Reference to and Effect on the Existing Credit Agreement and the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring

to the Existing Credit Agreement, shall mean and be a reference to the Existing Credit Agreement, as amended by this Amendment.

(b) The Existing Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment (and as contemplated to be amended, modified, supplemented, restated, substituted or replaced by this Amendment) are and shall continue to be in full force and effect.  Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Obligors under the Loan Documents, in each case, as amended by this Amendment.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, any Issuing Bank or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

(d) The Borrower hereby ratifies and confirms all of its Obligations to the Lenders and the Agent, including, without limitation, the Loans, and the Borrower hereby affirms its absolute and unconditional promise to pay to the Lenders the Loans, the Obligations, and all other amounts due under the Existing Credit Agreement and the Security Agreement, each as amended hereby, the Notes, and the other Loan Documents, at the times and in the amounts provided for therein and subject to the terms hereof.

SECTION 5. Expenses. The Borrower agrees that all reasonable out-of-pocket expenses incurred by the Agent and the Steering Committee in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder or in connection herewith (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Agent and the Steering Committee and reasonable fees and expenses of the financial advisor retained by the Agent and/or Steering Committee), are expenses that the Borrower is required to pay or reimburse pursuant to Section 10.04 of the Existing Credit Agreement and the Fee Agreement.

SECTION 6. Releases.

(a) In consideration of the agreements of the Agent, the Steering Committee and the Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower on behalf of itself and each of its Subsidiaries (collectively, the “Releasing Parties”), on behalf of the Releasing Party and their respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges the Agent, the Steering Committee and each of the Lenders and their respective successors and assigns, and their respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, financial advisors, employees, agents and other representatives (the Agent, the Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities

(b) Each Releasing Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c) Each Releasing Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.  Each Releasing Party acknowledges and agrees that the Releasees have fully performed all obligations and undertakings owed to the Releasing Parties under or in any way in connection with the Existing Credit Agreement, this Amendment or any related documents or transactions thereunder or related thereto as of the date hereof.

(d) Each Releasing Party, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Releasing Party pursuant to this Section 6.  If any Releasing Party or any of their successors, assigns or other legal representatives violates the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

SECTION 7.  Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or electronic transmission (e.g., .pdf or .tif file) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8.  Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.