FIRST AMENDMENT TO CREDIT AGREEMENT

I.

Article I. CREDIT FACILITY, Section 1.1 The Facility is hereby amended by deleting “June 30, 2008” as the Facility Termination Date, and by substituting “June 30, 2009” therefor.

II.

Article V. NEGATIVE COVENANTS, Sections 5.8 Dividends and Distributions of Capital of C Corporation, 5.10 Capital Expenditures and 5.11 Lease Expenditures are hereby deleted in their entirety, without substitution.

III.

EXHIBIT A, ADDENDUM TO CREDIT AGREEMENT is hereby deleted in its entirety, and the attached EXHIBIT A, ADDENDUM TO CREDIT AGREEMENT, all terms of which are incorporated herein by this reference, shall be substituted therefor.

IV.

The Non-Utilization Fee of the FEES section of EXHIBIT B, REVOLVING CREDIT FACILITY SUPPLEMENT is hereby deleted in its entirety, and the following substituted therefor:

 

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Annual Financial Statements: Not later than one hundred twenty (120) calendar days after and as of the end of each of Borrower's fiscal years, an annual unqualified audited consolidated financial statement of Borrower prepared by a certified public accountant acceptable to Trade Bank and prepared in accordance with GAAP, to include balance sheet, income statement and statement of cash flow and an annual Borrower prepared consolidating financial statement prepared in accordance with GAAP to include balance sheet and income statement.

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Quarterly Financial Statements: Not later than forty-five (45) calendar days after and as of the end of each of Borrower's fiscal quarters, a consolidated and consolidating financial statement of Borrower prepared by Borrower, to include balance sheet and income statement.

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Insurance: Borrower will maintain in full force and effect insurance coverage on all Borrower's property, including, but not limited to, the following types of insurance coverage:

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Total Liabilities divided by Tangible Net Worth. Not at any time greater than 1.0 to 1.0. ("Tangible Net Worth" means the aggregate of total shareholders' equity determined in accordance with GAAP plus indebtedness which is subordinated to the Obligations to Trade Bank under a subordination agreement in form and substance acceptable to Trade Bank or by subordination language acceptable to Trade Bank in the instrument evidencing such indebtedness less (i) all assets which would be classified as intangible assets under GAAP, including, but not limited to, goodwill, licenses, patents, trademarks, trade names, copyrights, capitalized software and organizational costs, licenses and franchises, and (ii) assets which Trade Bank determines in its business judgment would not be available or would be of relatively small value in a liquidation of Borrower's business, including, but not limited to, loans to officers or affiliates and other items), and "Total Liabilities" excludes indebtedness which is subordinated to the Obligations to Trade Bank under a subordination agreement in form and substance acceptable to Trade Bank or by subordination language acceptable to Trade Bank in the instrument evidencing such indebtedness.)

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EBITDA Coverage Ratio. Not less than 1.2 to 1.0 on a rolling four-quarter basis as of each fiscal quarter end, based on the sum of the results of four consecutive quarters consisting of the present quarter and the three preceding quarters. ("EBITDA Coverage Ratio" means EBITDA minus non-financed capital expenditures minus dividends divided by interest expense plus income tax expense plus prior period current portion of long term indebtedness, and "EBITDA" means net profit before tax plus interest expense (net of capitalized interest expense), depreciation expense and amortization expense.) In the event that the denominator is a negative number, Borrower will be considered compliant with this covenant.

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Quick Asset Ratio.  Not at any time less than 1.0 to 1.0.  "Quick Asset Ratio" means "Quick Assets" divided by total current liabilities, and "Quick Assets" means cash on hand or on deposit in banks, readily marketable securities issued by the United States, readily marketable commercial paper rated “A-1” by Standard & Poor’s Corporation (or a similar rating by a similar rating organization), certificates of deposit and banker's acceptances, and accounts receivable (net of allowance for doubtful accounts), and with current liabilities to include the aggregate outstanding amount of all Credit Extensions, whether classified as a current or long-term liability per Borrower's financial statement.