AMENDMENTNO. 2 to TERMLOAN CREDIT AGREEMENT

1.1.  

Section 1.1 to the Credit Agreement is amended to delete the definition of “Maturity Date” in its entirety and to substitute the following therefor:

1.2.  

Section 1.1 of the Credit Agreement is amended to delete the defined term “JPMCB” in its entirety.

1.3.  

Section 1.1 of the Credit Agreement is amended to insert the following definition in alphabetical order:

1.4.  

Each reference to “JPMCB” now appearing in the Credit Agreement shall instead refer to “UBOC”.

(A)  

duly executed originals of this Amendment from the Borrower, the requisite number of Lenders under Section 11.6 of the Credit Agreement, JPMCB, as the resigning Administrative Agent and UBOC, as successor Administrative Agent;

(B)  

notwithstanding anything to the contrary in the Credit Agreement, evidence satisfactory to it that JPMCB shall have received not less than $75,188,927.09 as payment in full of all outstanding loans and other obligations owing to it as a Lender and as the resigning Administrative Agent on the date hereof; and

(C)  

such other documents, instruments and agreements as UBOC, as successor Administrative Agent pursuant to this Amendment, may reasonably request.

(A)  

The Borrower hereby represents and warrants that (i) this Amendment and the Credit Agreement, as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally) and (ii) no Default or Event of Default has occurred and is continuing.

(B)  

Upon the effectiveness of this Amendment and after giving effect hereto, the Borrower hereby reaffirms all covenants, representations and warranties made in

  

the Credit Agreement as amended hereby, and agrees that all such covenants, representations and warranties shall be true and correct as of the effective date of this Amendment (unless such representation and warranty is made as of a specific date, in which case such representation and warranty shall be true and correct as of such date).

(A)  

JPMCB hereby assigns all of its rights as Administrative Agent under the Credit Agreement to UBOC, all on the terms and subject to the conditions set forth in the Credit Agreement.  From and after the date hereof, JPMCB acknowledges and agrees that it shall cease to have any rights as Administrative Agent under the Credit Agreement and the other Credit Documents.  It is understood and agreed that the assignment and assumption hereunder are made without recourse to JPMCB and that JPMCB makes no representation or warranty of any kind to UBOC.

(B)  

UBOC hereby assumes the performance of all of the duties and obligations of JPMCB as Administrative Agent under the Credit Agreement and the other Credit Documents (collectively the “Assumed Duties”) and hereby agrees to perform the Assumed Duties as required under the Credit Agreement and the other Credit Documents.  UBOC acknowledges that JPMCB has assigned to UBOC all of the rights of JPMCB as Administrative Agent under the Credit Agreement and the other Credit Documents, all on the terms and subject to the conditions set forth in the Credit Agreement and the other Credit Documents.  From and after the date hereof, UBOC agrees to perform all of the Assumed Duties to be performed or observed by JPMCB individually and as Administrative Agent under the Credit Agreement, or any other Credit Document or in connection therewith, and to be bound in all respects by the terms of the Credit Agreement and the other Credit Documents as they relate to JPMCB as Administrative Agent.  From and after the date hereof, each reference in the Credit Agreement and the other Credit Documents to JPMCB individually and as the “Administrative Agent” as defined in the Credit Agreement shall be deemed to be a reference to UBOC.  Pursuant to Section 11.1 of the Credit Agreement, UBOC as successor Administrative Agent hereby notifies the parties hereto that its address for purposes of the Credit Documents is:

(C)  

Upon the effectiveness of this Agreement, JPMCB shall be discharged from all of its duties and obligations, as Administrative Agent, under the Credit Agreement and the other Credit Documents.

(A)  

Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement (including any reference therein to “this Credit Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring thereto) or in any other Credit Document shall mean and be a reference to the Credit Agreement as amended hereby.

(B)  

Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

(C)  

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.