AMENDMENT NO. 2 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

1.Amendment to Credit Agreement.  Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

(a)            The definition of Eligible Domestic Accounts is hereby amended by adding a new clause (aa) immediately after clause (z) as follows:

(b)            The definition of Eligible Inventory is hereby amended by adding a new clause (p) as follows:

(c)            The definition of "Permitted Encumbrances" is hereby amended by adding a new clause (i) as follows:

(d)            Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms to such section in their proper alphabetical order:

2.            Waiver.  An Event of Default has occurred under Article VII (e) of the Credit Agreement as a result of the grant by Tiger of a Lien to Microsoft Corporation in inventory purchased by Tiger from Microsoft pursuant to that certain Direct Retail Agreement dated as of July 1, 2009 between Tiger and Microsoft Corporation (the "Lien Default").  Agent and Lenders hereby, waive the Lien Default.  Notwithstanding the foregoing, the waiver of the Lien Default set forth above does not establish a course of conduct between Borrower and Agent and Lenders and Borrower hereby agrees that the Agent and Lenders are not obligated to waive any future Events of Default under the Loan Agreement.

3.            Representations and Warranties.  To induce Administrative Agent and Lenders to enter into this Amendment, each Loan Party hereto hereby warrants, represents and covenants to Administrative Agent and Lenders that: (a) each representation and warranty of the Loan Parties set forth in the Credit Agreement is hereby restated and reaffirmed as true and correct on and as of the date hereof after giving effect to this Amendment except for those representations and warranties which relate to a specific date, which are true and correct as of such date, and no Default or Event of Default has occurred and is continuing under the Credit Agreement after giving effect to this Amendment and (b) each Loan Party has the power and is duly authorized to enter into, deliver and perform this Amendment, and this Amendment is the legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its terms.

4.            Conditions Precedent to Effectiveness of this Amendment.  This Amendment shall become effective on the date (the "Amendment No. 2 Effective Date") upon which Administrative Agent has received the following in form and substance satisfactory to the Administrative Agent and its counsel:

(a)            eight (8) counterparts of this Amendment duly executed and delivered by each Loan Party, Administrative Agent and Required Lenders.

5.            Continuing Effect of Credit Agreement.  Except as provided in Section 2 hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent and Lenders, nor constitute a waiver of any provision of the Credit Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.  Except as expressly amended and modified hereby, the provisions of the Credit Agreement and the Liens granted thereunder, are and shall remain in full force and effect.

6.            Counterparts; Telecopied Signatures.  This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Any signature delivered by a party to this Amendment by facsimile or pdf transmission shall be deemed to be an original signature hereto.

7.            Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS.

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