FIRSTAMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.27

FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 23, 2008, by and between CONSONUS ACQUISITION CORP., a Delaware corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION (“Lender”).

RECITALS

A.          Borrower and Lender entered into that certain Amended and Restated Credit Agreement, dated as of November 19, 2007 (the “Credit Agreement”), pursuant to which Lender agreed to extend to Borrower certain credit facilities described therein, including a revolving line of credit (the “Line of Credit’) in the maximum principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00).

B.           Borrower has requested that Lender issue certain letters of credit under the Line of Credit.

C.           Borrower and Lender desire to amend the Credit Agreement to provide for the issuance of such letters of credit, on and subject to the terms and conditions set forth herein.

NOW, THEREFORE, Borrower and Lender hereby agree as follows:

1.             DEFINITIONS. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Credit Agreement.:

2.             CONDITIONS TO LENDER’S OBLIGATIONS. The following are conditions precedent to the obligations of Lender hereunder:

2.1           Borrower shall have reimbursed Lender’s costs and expenses incurred in connection with this Amendment and the transactions contemplated hereby, including, without limitation, attorneys’ fees, and documentation costs and charges, whether such services are furnished by Lender’s employees or agents or by independent contractors;

2.2           All payments due and owing to Lender under the Loan Documents shall have been paid current as of the effective date of this Agreement; and

2.3           Borrower shall have delivered to Lender duly executed copies of all documents required by Lender in connection with this Amendment, including but not limited to the Reimbursement Agreement (as defined below).

3.             AMENDMENT.

3.1           The following definition is hereby added to Article 1 of the Credit Agreement.

“Reimbursement Agreement” – means that certain Continuing Reimbursement Agreement for Letters of Credit, dated as of January 23, 2008, between Lender and Borrower, as it may be amended from time to time. The Reimbursement Agreement is one of the Loan Documents.

3.2           The following is hereby added to the list of Loan Documents on Exhibit A attached to the Credit Agreement:

3.3           The following is hereby added to the Credit Agreement as Section 2.1(f):

Letters of Credit.

(i)            Subject to the terms and conditions of this Agreement, Lender hereby agrees from time to time prior to the Maturity Date to issue standby letters of credit in a form acceptable to Lender (each, a “Letter of Credit”) for the account of Borrower. Letters of Credit may be issued hereunder for no purposes other than those for which Line of Credit proceeds may be used pursuant to Section 2.1(c). Each Letter of Credit shall be subject to the additional terms and conditions of the Reimbursement Agreement and any other agreements, applications and related documents required by Lender in connection with the issuance thereof.