FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

1. Section 1.1(e)(iii)(B) is hereby amended by deleting all of the text in that section following “provided, however” and replacing the same with the following: “that such amount shall on any given date between and including December 31, 2014 and June 30, 2015 be equal to or less than 60% of the total Borrowing Base and on any given date after June 30, 2015, be equal to or less than 50% of the total Borrowing Base.” 

2. Section 1.1(e)(vi) is hereby amended by inserting the following sentence at the end thereof: “Notwithstanding subclauses (C) and (G) of this Section 1.1(e)(vi), but provided all other requirements set forth above of Eligible Accounts are satisfied, solely for the period between and including December 31, 2014 and June 30, 2015, the Borrower’s Accounts owing by any of the Account Debtors listed on Exhibit B hereto in an aggregate amount not to exceed $1,400,000 shall constitute Eligible Accounts.”

3. Section 1.2(a) is hereby amended by replacing the last sentence with “The Term Loan A shall be in an amount equal to $2,850,000.00.”

4. Section 4.3 is hereby amended by inserting new clauses (g) and (h) as follows and changing existing clause (g) to clause (i):

5. Exhibit A, Exhibit B, Exhibit C, and Exhibit D attached hereto shall be added to and made a part of the Credit Agreement as Exhibit A, Exhibit B, Exhibit C and Exhibit D thereto.

1. This Amendment shall become effective as of the date first set forth above, provided the following conditions shall have been satisfied:

(i) the Bank (or its counsel) shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Bank;

(ii) the Bank (or its counsel) shall have received the executed Line of Credit Note, amended and restated as of the date hereof and in form and substance satisfactory to the Bank;

(iii) the Bank shall have received from Borrower (a) payment in cash of an amendment fee in the amount of $5,000.00 and (b) in accordance with Section 7.3 of the Credit Agreement, payment of all reasonable out-of-pocket payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include reasonable outside counsel fees), expended or incurred by Bank in connection with the preparation of this Amendment and all other documents prepared in connection herewith; and

(iv) the Bank shall have received such other information, documents and agreements as it may request.

1. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment.  Borrower and Bank hereby agree that this Amendment constitutes a Loan Document and that the term “Loan Document”, as defined in the Credit Agreement, shall be read and understood, wherever it appears in the Credit Agreement and in any other Loan Document, to include this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

1. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and the other Loan Documents and reaffirms all covenants set forth therein in each case as of the date hereof and as if the same had been set forth in full herein.  Borrower further certifies that as of the date of this Amendment, there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

2. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

3. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois, but giving effect to federal laws applicable to national banks.