CREDIT AGREEMENT AMENDMENT

The definition of “Cash on Hand” in Section 1.01 of the Credit Agreement is amended by deleting the words “the amount in excess of $200,000,000 of cash” on the first line in their entirety and replacing them with the words “the amount in excess of $130,000,000 of cash”; and

Section 7.12(a) of the Credit Agreement is amended to change the reference to “November 1, 2013” therein to “November 1, 2014”.

This Amendment has been duly executed and delivered by each Loan Party hereto and constitutes a legal, valid and binding obligation of each Loan Party hereto, enforceable against each Loan Party that is party hereto in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law);

The representations and warranties made by the Loan Parties in any Loan Document are true and correct in all material respects at and as of the Amendment Effective Date to the same extent as though made at and as of the Amendment Effective Date, provided that to the extent such representations and warranties specifically refer to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date; provided further that, any representation and warranty that is qualified as to “materiality,”

On and as of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.

Conditions to Effectiveness. This Amendment shall become effective, as of the date first above written, on the date (the “Amendment Effective Date”) on which each of the following conditions is satisfied:

The Administrative Agent shall have received duly executed counterparts (which may include facsimile transmission or other electronic transmission of a signed counterpart of this Amendment) hereof that, when taken together, bear the authorized signatures of the Administrative Agent, the Borrower, Holdings and Lenders constituting the Required Lenders;

The Administrative Agent shall have received payment from the Borrower, for the account of each Lender that executes and delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on July 18, 2013 (the “Consent Deadline”), an amendment fee (the “Amendment Fee”) in an aggregate amount equal to 0.05% of the aggregate principal amount of the Term Loans and Revolving Commitments (whether used or unused) of such Lender outstanding at the Consent Deadline after giving effect to the prepayment of the Term Loans required to be made under Section 3(iii) of this Amendment. The Amendment Fee shall be payable in immediately available funds and, once paid, such Amendment Fee or any part thereof shall not be refundable; and

The Borrower on the Amendment Effective Date shall have prepaid or substantially contemporaneously with the effectiveness of the Amendment prepay (i) Term A Loans in an aggregate principal amount of $20,000,000 and (ii) Term B Loans in an aggregate principal amount of $50,000,000.

Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Administrative Agent, the Agents or the Lenders under the Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Amended Credit Agreement or any of the other Loan Documents in similar or different circumstances.

On and after the Amendment Effective Date, any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Amended Credit Agreement.

This Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and each other Loan Document.