FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Definitions. All capitalized terms used in this First Amendment and not otherwise defined shall have the same meanings herein as in the Agreement.

New Definitions. Section 1.01 of the Agreement is hereby amended by inserting the following new definitions in their appropriate alphabetical order:

Amended Definitions. Section 1.01 of the Agreement is further amended by amending the following definitions, as follows:

Adjusted Total Commitments. The definition of “Adjusted Total Commitments” is hereby deleted and the following is inserted in its stead:

Cash Dominion Event. The definition of “Cash Dominion Event” is hereby amended by deleting the references to “$25,000,000” in each instance where it appears and substituting “$35,000,000” in its stead.

Covenant Compliance Event. The definition of “Covenant Compliance Event” is hereby amended by deleting the references to “$25,000,000” in each instance where it appears and substituting “$35,000,000” in its stead. Additionally, the last sentence of the definition of “Covenant Compliance Event” is deleted and the following is inserted in its stead:

Deteriorating Lender. The definition of “Deteriorating Lender” is hereby amended by inserting the following provision as a new subclause (f) thereto:

Fee Letter. The definition of “Fee Letter” is hereby deleted in its entirety and the following is inserted in its stead:

Letter of Credit Sublimit. The first sentence of the definition of “Letter of Credit Sublimit” is hereby deleted in its entirety and the following is inserted in its stead:

Maturity Date. The definition of “Maturity Date” is hereby deleted in its entirety and the following is substituted in its stead:

Payment Conditions. The definition of “Payment Conditions” is hereby deleted in its entirety and the following is inserted in its stead:

Total Commitments. The definition of “Total Commitments” is hereby deleted in its entirety and the following is inserted in its stead:

Section 2.02 of the Agreement is hereby amended by deleting the reference to “$450,000,000” in each instance where it appears and substituting “$550,000,000” in its stead.

Article III of the Agreement (Representations and Warranties) is hereby amended by inserting the following as a new SECTION 3.18:

Section 5.09(b) of the Agreement (Books and Records; Inspection and Audit Rights; Appraisals; Accountants) is hereby amended by deleting the words “fifty percent (50%) of the Loan Cap” where they appear in the proviso and substituting “twenty-five percent (25%) of the Loan Cap” in their stead.

Section 5.12 of the Agreement (Use of Proceeds and Letters of Credit) is hereby amended by inserting the following provision at the end thereof:

Section 6.01(a) of the Agreement (Indebtedness and Other Obligations) is hereby amended as follows:

Subclause (iv) thereof is hereby restated in its entirety as follows:

Subclause (viii) thereof is hereby restated in its entirety as follows:

Section 9.01 of the Agreement (Notices) is hereby amended by deleting subsections (a) and (b) thereof in their entirety, and substituting the following in their stead:

Section 9.16 of the Agreement (Foreign Asset Control Regulations) is hereby amended by inserting the following provision at the end thereof:

The Agreement is hereby amended by adding the following new Section 9.20 at the end thereof:

Restated Schedules. Each of the Schedules to the Agreement is hereby restated in its entirety by the substitution of the corresponding Schedules attached to this First Amendment, each of which is hereby incorporated into the Agreement.

Ratification of Loan Documents; Representations and Warranties; Waiver of Claims.

Except as otherwise expressly provided herein, all terms and conditions of the Agreement and the other Loan Documents remain in full force and effect. The Loan Parties hereby ratify, confirm, and reaffirm (i) all Loan Documents as amended hereby, and (ii) that all representations and warranties of the Loan Parties contained in the Agreement or any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that (i) such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true, correct, and complete in all material respects as of such earlier date, or (ii) such representations and warranties are already qualified by Material Adverse Effect, “materiality” or similar qualifier, in which case, such representations and warranties are true, correct, and complete in all respects.

The Loan Parties hereby represent and warrant as follows:

as of the First Amendment Effective Date, and immediately after giving effect to the consummation of the transactions contemplated by this First Amendment to occur on the First Amendment Effective Date, no Default or Event of Default has occurred and is continuing;

all corporate and shareholder action on the part of the Loan Parties and all consents and approvals necessary for the valid execution, delivery and performance by the Loan Parties of this First Amendment and the documents, instruments and agreements delivered in connection herewith have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent has been provided to the Agent; and

as of the First Amendment Effective Date, and immediately after giving effect to the consummation of the transactions contemplated by the First Amendment to occur on the First Amendment Effective Date, the Loan Parties, on a consolidated basis, are Solvent.

Each of the Loan Parties hereby acknowledges and agrees that, as of the First Amendment Effective Date, there is no basis or set of facts on the basis of which any amount (or any portion thereof) owed by the Loan Parties under the Loan Documents could be reduced, offset, waived, or forgiven, by rescission or otherwise; nor is there any claim, counterclaim, offset, or defense (or other right, remedy, or basis having a similar effect) available to the Loan Parties with regard thereto; nor is there any basis on which the terms and conditions of any of the Obligations could be claimed to be other than as stated on the written instruments which evidence such Obligations.

Each of the Loan Parties hereby acknowledges and agrees that, as of the First Amendment Effective Date, it has no offsets, defenses, claims, or counterclaims against the Agent or any Lender, or any of their respective affiliates, predecessors, successors, or assigns, or any of their respective officers, directors, employees, attorneys, or representatives, with respect to the Obligations, and that if any Loan Party now has, or ever did have prior to the First Amendment Effective Date, any offsets, defenses, claims, or counterclaims against the Agent or any Lender, or their respective affiliates, predecessors, successors, or assigns, or their respective officers, directors, employees, attorneys, or representatives, with respect to the Obligations, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this First Amendment, all of them are hereby expressly WAIVED, and each of the Loan Parties hereby RELEASES the Agent and each Lender and their respective officers, directors, employees, attorneys, representatives, affiliates, predecessors, successors, and assigns from any liability therefor.

Conditions to Effectiveness. This First Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Agent:

The Agent shall have received counterparts of this First Amendment, each duly executed and delivered by each of the parties hereto.

All corporate and shareholder action on the part of the Loan Parties and all consents and approvals necessary for the valid execution, delivery and performance by the Loan Parties of this First Amendment and the documents, instruments and agreements delivered in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Agent shall have been provided to the Agent.

As of the First Amendment Effective Date, and after giving effect to all transactions contemplated to occur as of the First Amendment Effective Date (including the provision of any Credit Extensions on the First Amendment Effective Date), Excess Availability shall be not less than $150,000,000.

After giving effect to this First Amendment, no Default or Event of Default shall have occurred and be continuing.

Agent shall have received the opinion of counsel to Loan Parties with respect to customary matters, in form and substance satisfactory to Agent; provided, that, the opinion of Nevada counsel to Parent may be delivered not more than ten (10) days following the date hereof; provided, further, than any extension of such ten (10) day period shall require the consent of the Required Lenders.

There shall be no material misstatements of fact in the written materials furnished by the Loan Parties to the Agent or the Lenders prior to closing of this First Amendment, or, after giving effect to the Schedules provided or modified pursuant to this First Amendment, in the representations or warranties of the Loan Parties made in the Agreement.

All fees payable to the Agent and the Lenders required to be paid on or before the date hereof (including, without limitation, the fees required by the First Amendment Fee Letter) shall have been paid.

The Agent shall have been reimbursed by the Loan Parties for all reasonable costs and expenses of the Agent (including, without limitation, reasonable attorneys’ fees) in connection with the preparation, negotiation, execution, and delivery of this First Amendment and related documents. The Loan Parties hereby acknowledge and agree that the Agent may charge the Loan Account to pay such costs and expenses.

Miscellaneous.

This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this First Amendment by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this First Amendment.

This First Amendment, together with the other Loan Documents, expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise affect the provisions hereof.

Any provision of this First Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

The Loan Parties represent and warrant that they have consulted with independent legal counsel of their selection in connection with this First Amendment and are not relying on any representations or warranties of the Agent or the Lenders or their counsel in entering into this First Amendment.

THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.