SECOND WAIVER AGREEMENT AND AMENDMENT

1.Waiver of Certain Cross Defaults. Effective as of the Waiver Effective Date (as defined below), the Financing Parties that are signatories hereto hereby agree, and the Agent hereby consents and agrees, to waive any Lease Event of Default that may occur pursuant to Section 17.1(h) of the Lease or any Event of Default that may occur pursuant to Section 6(f) of the Guaranty Agreement as a result of violations of any agreement or instrument governing Indebtedness or a Guarantee of the Lessee due to (i) the Specified Matters or (ii) the failure to file with the Securities and Exchange Commission or to transmit to holders thereunder the Lessee’s financial statements for the fiscal year ended January 31, 2013 or for the fiscal quarters ended April 30, 2013, July 31, 2013 or October 31, 2013 as and when required by the terms thereof (A) in the case of any agreement or instrument governing Indebtedness of the Lessee (other than Material Debt Agreements (as defined below)), until the earlier of (x) December 31, 2013 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness, and (B) in the case of Material Debt Agreements, until the earlier of (x) November 15, 2013 and (y) the date of acceleration of such Indebtedness or enforcement of a lien securing such Indebtedness.

2.    Lease Credit Agreement Waiver. The Agent and the Lenders hereby confirm that no Lease Event of Default or Event of Default pursuant to the Guaranty that has been waived in Section 1 of this Agreement shall constitute an Event of Default under Section 5(f) of the Lease Credit Agreement or under any other provision of any other Operative Agreement.

3.    No Liquidated Damages. The Agent, the Lessor and each Lender acknowledge and agree that none of them has any right to recover final liquidated damages as provided in Section 17.5 of the Lease Agreement with respect to any Lease Event of Default that has been waived hereunder, solely to the extent of such waiver.

4.    Amendment to Participation Agreement. The Participation Agreement is hereby amended as follows:

(a)    In Section 7.3A(a) of the Participation Agreement, the fourth sentence is hereby amended and restated in its entirety to read as follows

“The Financing Parties and the Agent hereby consent to a waiver of compliance, which waiver shall be identical in scope to the waiver agreement dated as of April 30, 2013, as amended by the first amendment to waiver agreement dated as of July 29, 2013, and as further amended by the second amendment to waiver agreement dated as of October 15, 2013, entered into among the Lessee, the lenders party thereto, the guarantors party thereto and Bank of America, N.A., regarding Sections 7.01(a), 7.01(b), 7.02(a), 7.02(b), 7.03(a), 7.08, 7.09(a), 7.09(b) and 7.13 of the Incorporated Covenants as they relate to the Specified Matters, which waiver of compliance shall only remain effective through January 31, 2014.”

(b)    In Section 7.3A(b) of the Participation Agreement, the second parenthetical is hereby amended and restated in its entirety to read as follows:

“(except to the extent waived in Section 7.3A(a) immediately above regarding Sections 7.01(a), 7.01(b), 7.02(a) and 7.02(b) of the Incorporated Covenants as it relates to the provision of the financial statements and related compliance certificates for (i) the fiscal quarter and year ended January 31, 2013 and (ii) the fiscal quarters ended April 30, 2013, July 31, 2013 and October 31, 2013, each as they relate to the Specified Matters, which waiver of compliance shall remain effective only through January 31, 2014)”

5.    Amendment to Lease Agreement. The Lease Agreement is hereby amended as follows:

(a)    In Section 17.1 of the Lease Agreement, the reference to “October 31, 2013” is hereby replaced with a reference to “January 31, 2014”.

(b)    In Section 20.1(d) of the Lease Agreement, the reference to “October 31, 2013” is hereby replaced with a reference to “January 31, 2014”.

6.    Condition Precedent. This Agreement shall be effective upon receipt by the Agent of (i) counterparts of this Agreement duly executed by the Lessee, the Alternative Lessees, the Guarantors, the Majority Financing Parties and the Agent and (ii) a fee equal to 5 basis points (0.05%) of the aggregate Commitment of each Financing Party that executes this Agreement in immediately available funds (the date of such receipt of both of the foregoing items, the “Waiver Effective Date”).

7.    Miscellaneous.

(a)    The Participation Agreement, the Lease Agreement, the Guaranty Agreement and the obligations of the Lessee thereunder and under the other Operative Agreements, as amended as expressly set forth in this Agreement, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.

(b)    Each Alternative Lessee (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Operative Agreements to which it is a party and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Operative Agreements to which it is a party.

(c)    Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Operative Agreements to which it is a party and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Guaranty Agreement or the other Operative Agreements to which it is a party.

(d)    After giving effect to this Agreement, the Lessee represents and warrants to the Agent and the Financing Parties that, except with respect to any Lease Event of Default that may occur pursuant to Section 17.1(h) of the Lease waived pursuant to this Agreement, no event has occurred and is continuing which constitutes a Default or an Event of Default (as defined in the Participation Agreement).

(e)    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by email shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(f)    The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning thereof.

(g)    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND

(h)    The Lessee shall pay, or reimburse the Agent for, any and all out-of-pocket costs and expenses incurred by the Agent in connection with this Agreement, including, without limitation, reasonable and documented attorneys’ fees, within thirty (30) days of receipt by the Lessee of an invoice for any such costs and expenses.

Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.

SUNTRUST BANK, as Lessor

By: /s/ SHAWN WILSON                

Name: Shawn Wilson

Title: Director

SUNTRUST EQUITY FUNDING, LLC, as Agent

By: /s/ ALLISON MCLEOD                    

Name: Allison McLeod

Title: Manager

THE BANK OF NOVA SCOTIA, as a Lender

By: /s/ EUGENE DEMPSEY            

Name: Eugene Dempsey

Title: Director

FIFTH THIRD BANK, an Ohio banking corporation, as a Lender

By: /s/ JOHN MARIAN            

Name: John Marian

Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ KENNETH R. FIELER             

Name: Kenneth R. Fieler

Title: Vice President

MERCANTIL COMMERCEBANK, N.A., as a Lender

By:                         

Name:

Title: