SECOND AMENDMENT TOFACILITY AGREEMENT

SECOND AMENDMENT TO FACILITY AGREEMENT

This SECOND AMENDMENT TO FACILITY AGREEMENT (this “Second Amendment”) is dated as of November 28, 2012 and made between:

PRELIMINARY STATEMENTS:

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, it is agreed as follows:

Each Obligor jointly and severally represents and warrants to the Lender on the date of this Second Amendment that:

The definition of “Termination Date”, as set forth in Clause 1.1 (Definitions) of the Facility Agreement is amended and restated to read as follows:

“Termination Date” means December 19, 2012 (except that, if the Termination Date would otherwise fall on a day which is not a Business Day, it will instead be the immediately preceding Business Day).

The due date for payment of the Accrued Interest Amount shall be extended to December 19, 2012.

Subject to the terms and conditions of this Second Amendment and in reliance on the representations and warranties made pursuant to Clause 2 (Representations and Warranties) hereof, the Lender permanently waives any Default or Event of Default arising from any breach of clause 20.1 (Liquidity Test) of the Facility Agreement that occurred prior to the date of this Second Amendment.

Each Obligor voluntarily and knowingly releases, holds harmless, and forever discharges the Lender and each of the Lender’s predecessors, agents, shareholders, partners, directors, officers, employees, representatives, professionals and their respective successors and assigns (the “Released Parties”) from all possible claims, demands, actions, causes of action, damages, costs or expenses, and liabilities whatsoever, known or unknown, anticipated or unanticipated, suspected or unsuspected, fixed, contingent, or conditional, at law or in equity, originating in whole or in part on or before the date hereof which any Obligor may now or hereafter have against any of the Released Parties and irrespective of whether any such claims arise out of contract, tort, violation of law or regulations, or otherwise, including, without limitation, the exercise of any rights and remedies under, and all other matters relating to, the Finance Documents, and the negotiation and execution of this Second Amendment.

This Second Amendment is a Finance Document.

The Borrower agrees that the provisions of clause 16 (Costs and Expenses) of the Facility Agreement shall apply to this Second Amendment.

This Second Amendment may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Second Amendment.

The Parties reserve all rights with respect to any continuing or future Default.

THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS APPLICABLE IN THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

This Second Amendment has been entered into as of the date stated at the beginning hereof.

SIGNATORIES