FIRST AMENDMENT TO CREDIT AGREEMENT

Borrowers and Lender are parties to that certain Credit Agreement, dated as of June 24, 2013 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”).

As of the date hereof, the aggregate principal amount of all Revolving Loans outstanding under the Credit Agreement is $0 and the aggregate principal amount of all Term Loans outstanding under the Credit Agreement is $0.

Borrowers have requested that the Credit Agreement be amended, and Lender is willing to agree to such amendment on the terms and conditions set forth herein.

Definitions.  Capitalized terms used in this Amendment without definition shall have the meanings set forth in the Credit Agreement.

Amendment to Credit Agreement.  The term “Revolving Credit Maturity Date” set forth in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows:

Costs and Expenses.  Borrowers shall pay to Lender the costs and expenses incurred by Lender in connection with this Amendment, including but not limited to, attorney’s fees and costs (“Costs and Expenses”).  

Amendment Fee.  In consideration of the agreements set forth herein, Borrowers shall pay to Lender an amendment fee in the amount of $7,500 (the “Amendment Fee”), which

fee is non-refundable when paid and is fully-earned as of the date of this Amendment.  The Amendment Fee shall be paid in full on the date of this Amendment.  

Conditions Precedent.  This Amendment shall become effective upon the fulfillment of all of the following conditions to Lender’s satisfaction:

Lender shall have received this Amendment duly executed by Borrowers.

Lender shall have received an Acknowledgment and Agreement of Guarantor and Obligor set forth at the end of this Amendment duly executed by Person set forth in the signature page thereof.

Lender shall have received the Amendment Fee.  

The representations and warranties set forth herein shall be true and correct in all material respects.

All other documents and legal matters in connection with this Amendment shall be reasonably satisfactory in form and substance to Lender and its counsel.

Reference to and Effect on the Loan Documents.

Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.  

The Credit Agreement and all other Loan Documents, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and shall constitute the legal, valid, binding and enforceable obligations of each Borrower to Lender without defense, offset, claim or contribution.

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 Lender under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

Ratification.  Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in each Loan Document to which it is a party, in each case as amended hereby, effective as of the date hereof.

Representations and Warranties.  Borrower represents and warrants as follows:

Requisite Power and Authorization.  Each Borrower has all requisite power to execute and deliver this Amendment.  The execution, delivery, and performance by each Borrower of this Amendment have been duly authorized by each

Borrower and all necessary action in respect thereof has been taken, and the execution, delivery, and performance thereof do not require any consent or approval of any other Person that has not been obtained.  

Binding Agreement.  This Amendment, when executed and delivered by Borrowers, will constitute, the legal, valid, and binding obligations of Borrowers, enforceable against Borrowers in accordance with its terms, except as the enforceability hereof may be affected by: (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and (b) the limitation of certain remedies by certain equitable principles of general applicability.

Representations and Warranties.  The representations and warranties contained in the Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty already qualified by materiality in the text thereof) on and as of the date of the date hereof as though made on and as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representation or warranty already qualified by materiality in the text thereof) as of such earlier date.  

No Default.  Immediately after giving effect to the terms of this Amendment, no event has occurred and is continuing that constitutes an Unmatured Event of Default or Event of Default.

Counterparts.  This Amendment may be executed in any number of counterparts (including by facsimile or “pdf”), and by the different parties hereto or thereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which, as applicable, together shall constitute one and the same agreement.  Transmission by facsimile or “pdf” file of an executed counterpart shall be deemed to constitute due and sufficient delivery of such counterpart.  Any party hereto may request an original counterpart of any party delivering such electronic counterpart.  

Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN, AND SHALL BE SUBJECT TO THE DISPUTE RESOLUTION PROVISIONS OF, THE CREDIT AGREEMENT.