WAIVERREGARDING AMENDED AND RESTATED FIRSTLIEN CREDIT AGREEMENT

WHEREAS, the Borrower has requested that the Lenders waive the requirements of Sections 7.2.15 and 7.2.21 of the First Lien Credit Agreement so that the Borrower can use proceeds of an issuance of its Capital Securities, on or about November 8, 2010, to Intermediate Holdco (the “Issuance”), to pay, prepay, redeem, defease, purchase, acquire and/or otherwise retire Second Lien Notes and/or PP Notes and pay any premium and any accrued and unpaid interest with respect thereto (the “Specified Redemptions”); and

(a) Subject to the other terms and conditions of this Waiver, the Administrative Agent, the Swing Line Lender, the Issuers and the undersigned Lenders hereby (i) waive the limitations of Section 7.2.21 of the First Lien Credit Agreement that restrict the Borrower’s ability to pay, prepay, redeem, defease, purchase, acquire or otherwise retire any Second Lien Indebtedness, but only to the extent (x) the amounts used by the Borrower for such actions arise from proceeds of the Issuance, (y) such Specified Redemptions of Second Lien Indebtedness may only be made until March 31, 2011 and (z) after giving effect to each Specified Redemption, the Borrower shall have unused availability under the Borrowing Base of at least $100,000,000, (ii) waive the limitations of Section 7.2.15 of the First Lien Credit Agreement that restrict the Borrower’s ability to pay, prepay, redeem, defease, purchase, acquire or otherwise retire any PP Debt, but only to the extent (w) the amounts used by the Borrower for such actions arise from proceeds of the Issuance, (x) such Specified Redemptions of PP Debt may only be made until September 30, 2011, (y) any such payment, prepayment, redemption, defeasance, purchase, acquisition or other retirement of PP Debt occurs only upon the Second Lien Indebtedness having been paid, prepaid, redeemed, defeased, purchased, acquired or otherwise retired in full, and (z) after giving effect to each Specified Redemption, the Borrower shall have unused availability under the Borrowing Base of at least $100,000,000, and (iii) agree that the Borrower’s undertaking of the Specified Redemptions in accordance with and as contemplated by this Waiver shall not constitute a Default or Event of Default as a result of a violation of such Sections 7.2.15 and 7.2.21 of the First Lien Credit Agreement.

(b) The express waiver set forth in this Section 2 is limited to the extent described herein and shall not be construed to be a consent to or a waiver of any terms, provisions, covenants, warranties or agreements contained in the First Lien Credit Agreement or in any of the other Loan Documents, unless expressly provided so herein.  The Lenders reserve the right to exercise any rights and remedies available to them in connection with any present or future defaults with respect to the First Lien Credit Agreement or any other provision of any Loan Document.

Section 3. Conditions to Effectiveness.  This Waiver shall be deemed effective as of the Effective Date when the Administrative Agent shall have received counterparts hereof duly executed by the Borrower, the Administrative Agent, the Swing Line Lender, the Issuers and the Required Lenders.

(a) the representations and warranties of the Obligors contained in the Loan Documents are true and correct in all material respects, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects as of such earlier date;

(b) the execution, delivery and performance by the Borrower and each other Obligor of this Waiver have been duly authorized by all necessary corporate or other action required on their part and this Waiver, along with the First Lien Credit Agreement and other Loan Documents, constitutes the legal, valid and binding obligation of each Obligor a party thereto enforceable against them in accordance with its terms, except as its enforceability may be affected by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally;

(c) neither the execution, delivery and performance of this Waiver by the Borrower and each other Obligor, the performance by them of the First Lien Credit Agreement nor the consummation of the transactions contemplated hereby does or shall contravene, result in a breach of, or violate (i) any provision of any Obligor’s certificate or articles of incorporation or bylaws or other similar documents, or agreements, (ii) any law or regulation, or any order or decree of any court or government instrumentality, or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Obligor or any of its Subsidiaries is a party or by which any Obligor or any of its Subsidiaries or any of their property is bound, except in any such case to the extent such conflict or breach has been waived by a written waiver document, a copy of which has been delivered to Administrative Agent on or before the date hereof;

(b) The Borrower and each other Obligor hereby ratifies, approves and confirms in every respect all the terms, provisions, conditions and obligations of the First Lien Credit Agreement and each of the other Loan Documents, including without limitation all Mortgages, Security Agreements, Guaranties, Control Agreements and other Security Documents, to which it is a party.

Section 6. Costs And Expenses.  As provided in Section 10.3 of the First Lien Credit Agreement, the Borrower agrees to reimburse Administrative Agent for all fees, costs, and expenses, including the reasonable fees, costs, and expenses of counsel or other advisors for advice, assistance, or other representation, in connection with this Waiver and any other agreements, documents, instruments, releases, terminations or other collateral instruments delivered by the Administrative Agent in connection with this Waiver.

Section 7. GOVERNING LAW.  THIS WAIVER SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Section 8. Severability.  Any provision of this Waiver that is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Waiver or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 9. Counterparts.  This Waiver may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Waiver by signing one or more counterparts.  Any signature hereto delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.

Section 10. No Waiver.  The express waivers set forth herein are limited to the extent expressly provided in this Waiver and, except as expressly set forth in this Waiver, the execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any default of the Borrower or any other Obligor or any right, power or remedy of the Administrative Agent or the other Secured Parties under any of the Loan Documents, nor constitute a waiver of (or consent to departure from) any terms, provisions, covenants, warranties or agreements of any of the Loan Documents.  The parties hereto reserve the right to exercise any rights and remedies available to them in connection with any present or future defaults with respect to the First Lien Credit Agreement or any other provision of any Loan Document

Section 11. Successors and Assigns.  This Waiver shall be binding upon the Borrower and its successors and permitted assigns and shall inure, together with all rights and remedies of each Lender Party hereunder, to the benefit of each Lender Party and the respective successors, transferees and assigns.

Section 12. Entire Agreement.  THIS WAIVER, THE FIRST LIEN CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.