FIFTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

“Required Registration Amount” means 100% of the sum of (i) the maximum number of Conversion Shares issued or issuable pursuant to the Notes,(ii) the maximum number of Warrant Shares issued or issuable pursuant to the Warrants,(iii) the maximum number of shares of capital stock issued in connection with any extension of the maturity of the Notes, (iv) the maximum number of shares of capital stock issued or issuable upon exercise of warrants issued in connection with any extension of the maturity of the Notes  and (v) the maximum number of Registrable Securities included in clause (v) of the definition thereof, in each case, as of the Trading Day (as defined in the Warrants) immediately preceding the applicable date of determination (without taking into account any limitations on the conversion of the Notes or the exercise of the Warrants set forth therein).  For the avoidance of doubt, for purposes of Section 2(d), each and every day shall be an “applicable date of determination” within the meaning of the preceding sentence. For purposes of the initial Registration Statement filed pursuant hereto, the Required Registration Amount shall be determined assuming the accrual of interest on the Notes at least through the Maturity Date (as defined in the Notes).

(e)           Section 2(a) shall be revised by adding “(i)”after the words “Mandatory Registration” and adding the following as Section 2(a)(ii) :

(ii) The parties acknowledge that the Registration Statement on Form S-1 filed by the Issuer on or about May 28, 2010 constitutes the initial Registration Statement required to be filed pursuant to this Section 2(a).  On or prior to the Filing Deadline, and prior to the effectiveness thereof, the Issuer will amend such Registration Statement so that (A) it covers the Required Registration Amount following the issuance of the shares of Common Stock and Warrants being issued in connection with the extension of the Maturity Date of the First Lien Notes and the Second Lien Note (collectively, the “Notes”) to January 31, 2011 and, if the Maturity Date of the Notes is extended to April 15, 2011 pursuant to Section 3 of the Notes, the Required Registration Amount following the issuance of the shares of Common Stock and Warrants issued in connection with the extension of the Maturity Date of the Notes to April 15, 2011 and (B) TMS Capital Holdings LLC is added as a selling stockholder.

(f)            Section 9 shall be revised to read as follows:

All or any portion of the rights under this Agreement shall be automatically assignable by each Investor to any transferee, assignee or participant (as the case may be) of all or any portion of such Investor’s Registrable Securities, Notes or Warrants if: (i) such Investor agrees in writing with such transferee, assignee or participant (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Issuer within a reasonable time after such transferee, assignee or participant (as the case may be); (ii) the Issuer is, within a reasonable time after such transfer, assignment or participation (as the case may be), furnished with written notice of (a) the name and address of such transferee, assignee or participant (as the case may be), and