FIFTH AMENDMENT TO CREDIT AGREEMENT

AGREEMENT

IN CONSIDERATION of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders and the Administrative Agent agree as follows:

1.              Amendments.  The Agreement is hereby amended as follows:

a.              SECTION 1.01.  Definition of Applicable Margin.  The definition of “Applicable Margin” is hereby deleted in its entirety and substituted therefor is the following:

“‘Applicable Margin’ means, with respect to any CBFR Loan or Eurodollar Loan, or with respect to the unused commitment fees payable pursuant to Section 2.11(b) hereunder, as the case may be, the applicable rate per annum set forth in the applicable table set forth below under the caption “CBFR Spread,” “Eurodollar Spread” or “Unused Fee Rate,” as the case may be, based upon the Consolidated Leverage Ratio applicable at such time and during the applicable time periods as follows:

(a) at any time from and including the date of the Fifth Amendment until and including March 31, 2010:

; provided that, without limiting the application of the highest Applicable Margin pursuant to the terms of the last sentence of this definition, from and including the date of the Fifth Amendment until October 1, 2009 (the “First Adjustment Date”), the Applicable Margin shall be as set forth in Tier 2 of the preceding table, and

(b) at any time from and including April 1, 2010 and thereafter:

The Applicable Margin shall be adjusted, on and after the First Adjustment Date, based on the Consolidated Leverage Ratio as of each fiscal quarter end (beginning with the

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fiscal quarter ending June 30, 2009) (each, a “Calculation Date”) as evidenced by the compliance certificate of a Financial Officer as required by Section 5.01(c) with respect to such Calculation Date, with such adjustments relating to any such Calculation Date to become effective on the date (each, an “Adjustment Date”) that is the first day of the second fiscal quarter beginning after the relevant Calculation Date, and to remain in effect until the next adjustment to be effected pursuant to the terms of this paragraph.  Without limiting the application of the highest Applicable Margin pursuant to the terms of the immediately prior sentence, in the event any financial statements required under Section 5.01(a) or (b), or the compliance certificate referred to above, are not delivered (x) in the case of Section 5.01(a), within 120 days after the end of each fiscal year of the Borrower, or (y) in the case of Section 5.01(b) or (c), within the time periods specified in Section 5.01(b) or (c), as applicable, then, in each instance, the highest rate set forth in each column of the applicable table above shall apply from the date such financial statements or compliance certificate were required to be delivered until the date such financial statements or compliance certificate are actually delivered.  Nothing in this definition shall restrict or otherwise limit the Lenders’ rights to exercise any and all remedies under this Agreement or any Loan Document (including without limitation the right to impose the default rate of interest as set forth in Section 2.12(c)) if the Borrower fails at any time to comply with Section 6.12(a).”

b.              SECTION 1.01.  Definition of Collateral Documents.  The definition of “Collateral Documents” is hereby deleted in its entirety and substituted therefor is the following:

“‘Collateral Documents’ means, collectively, the Boulder VC Guaranty, the VC Two Guaranty, the Security Agreement, the Trademark Security Agreement, the Leasehold Mortgages (if any), that certain Pledge and Security Agreement, dated as of November 30, 2008, executed by VC Two in favor of the Administrative Agent for the ratable benefit of the Secured Parties, that certain Pledge and Security Agreement, dated as of December 18, 2008, executed by Natural Systems in favor of the Administrative Agent for the ratable benefit of the Secured Parties, that certain Guaranty Agreement, dated as of December 18, 2008, executed by Natural Systems in favor of the Administrative Agent for the ratable benefit of the

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Secured Parties, and all other agreements, Guarantees, instruments or documents now or hereafter delivered by the Borrower, any Guarantor or any other Person to the Administrative Agent or any Lender in connection with this Agreement, the Loan Documents or the Transactions to secure or guarantee the payment of any part of the Obligations or the performance of the other duties and obligations of the Loan Parties under the Loan Documents, as such agreements, Guarantees, instruments or documents have been or are hereafter amended, supplemented or replaced from time to time.”

c.               SECTION 1.01.  Definition of Guarantor.  The definition of “Guarantor” shall be deleted in its entirety and substituted therefor is the following:

“‘Guarantor’ means (i) Boulder VC, (ii) VC Two, (iii) Natural Systems, (iv) from and after the Reorganization, the Parent and (v) any other party that executes a Guarantee pursuant to Section 5.09.”

d.              SECTION 1.01.  Definition of Fifth Amendment.  A new definition of “Fifth Amendment” is hereby added to the Credit Agreement as follows:

“‘Fifth Amendment’ shall mean that certain Fifth Amendment to Credit Agreement, dated as of the 30th day of June, 2009, among the Borrower, the Lenders and the Administrative Agent.”

e.               SECTION 1.01.  Definition of Natural Systems.  A new definition of “Natural Systems” shall be inserted which shall read as follows:

“‘Natural Systems’ has the meaning set forth in Section 5.13 of the Credit Agreement.”

f.                SECTION 1.01.  Definition of Revolving Loan Maturity Date.  The definition of “Revolving Loan Maturity Date” is hereby amended by deleting clause (b) thereof and substituting therefor the phrase “(b) September 30, 2011.”

g.               SECTION 6.12(a).  Consolidated Leverage Ratio.  Section 6.12(a) is hereby amended in its entirety to read as follows:

“(a)                           Consolidated Leverage Ratio shall be (i) through and including December 30, 2009, less than or equal to 4.25 to 1.00; and (ii) from and including December 31, 2009 and thereafter, less than or equal to 4.00 to 1.00.”

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h.              SECTION 6.12(c).  Consolidated EBITDA to Revenue Ratio.  Section 6.12(c) is hereby amended in its entirety to read as follows:

“(c)                            Consolidated EBITDA to Revenue Ratio shall be (i) through and including December 30, 2009, greater than or equal to 0.0525 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement, and (ii) from and including December 31, 2009 and thereafter, greater than or equal to 0.055 to 1.00 for the previous four fiscal quarters ending on or immediately prior to such date of measurement.”

2.                                      Effective Date.  This Amendment shall become effective upon the satisfaction of the following conditions precedent (the “Effective Date”):