AMENDMENT NO. 1 TO LOAN, GUARANTY AND SECURITY AGREEMENT

1.  

Definitions.  Unless otherwise expressly defined herein, all capitalized terms used herein and defined in the Loan Agreement shall be used herein as so defined.  Unless otherwise expressly stated herein, all Section references herein shall refer to Sections of the Loan Agreement.

2.  

Amendments to Loan Agreement.

(a)  

ThThe definition of “Lender Counterparty” in Section 1.1 is amended by deleting such definition in its entirety.

(b)  

The definition of “Letter of Credit” in Section 1.1 is amended by replacing the word “existing” with the word “Existing” in the final line thereof.

(c)  

Section 10.2.4(b) is amended by inserting the word “not” between the words “amount in” in the penultimate line thereof.

(d)  

Section 15.1.1(c) is amended by (1) deleting the word “or” in the second line thereof and (2) inserting the words “; or (iii) extend the Revolver Termination Date” after the word “Lender” in the third line thereof.

(e)  

Section 15.1.1(d)(i) is amended by replacing the words “extend the Revolver Termination Date” with the word “[Reserved]”.

3.  

Conditions Precedent.  This Amendment shall become effective as of the date first above written (the “Amendment No. 1 Effective Date”) if on or before April 6, 2010, (a) the Agent shall have received counterparts of this Amendment executed by the Obligors and the Lenders (or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment); and (b) all fees and expenses due and payable under the Loan Agreement shall have been paid.

4.  

Representations and Warranties.  The Borrower hereby represents and warrants to the Agent and the Lenders that, as of the Amendment No. 1 Effective Date and after giving effect to this Amendment, (a) all representations and warranties set forth in the Loan Documents are true and correct in all material respects as if made again on and as of the Amendment No. 1 Effective Date (except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (b) no Default or Event of Default has occurred and is continuing and (c) the Loan Agreement (as amended by this Amendment) and all other Loan Documents are and remain legal, valid, binding and enfo rceable obligations of the Obligors in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought in equity or at law).

5.  

Reference to Agreement.  Each of the Loan Documents, including the Loan Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Loan Agreement, whether direct or indirect, shall mean a reference to the Loan Agreement as amended hereby.  This Amendment shall constitute a Loan Document.

6.  

Costs and Expenses.  The Company shall pay on demand all reasonable costs and expenses of the Agent and the Lenders (including the reasonable fees, costs and expenses of counsel to the Agent and the Lenders) incurred in connection with the preparation, execution and delivery of this Amendment.

7.  

Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.

8.  

Execution.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.