Definitions. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Loan Agreement.

Amendments to Article 1. The provisions of Article 1 of the Loan Agreement are hereby amended as follows:

By deleting the definition of “Base Margin” in its entirety and inserting the following in its stead:

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II

III

By deleting the definition of “Borrowing Base” in its entirety and inserting the following text in its stead:

By deleting the definition of “Libor Margin” in its entirety and inserting the following text in its stead:

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II

III

By deleting the definition of “Revolving Credit Ceiling” in its entirety and inserting the following text in its stead:

““Revolving Credit Ceiling”: $115,000,000.00.”

Amendments to Article 4: The provisions of Article 4 of the Loan Agreement are hereby amended by deleting Section 4-19(a) thereof in its entirety and inserting the following text in its stead:

Amendment to Article 5: The provisions of Article 5 of the Loan Agreement are hereby amended by deleting Section 5-11 thereof in its entirety and inserting the following text in its stead:

Amendment to Exhibits: Exhibit 2-22 of the Loan Agreement, Revolving Credit Lenders’ Commitments, is hereby deleted in its entirety and replaced with the attached Exhibit 2-22.

First Amendment Fee: In consideration of the Revolving Credit Lenders’ willingness to enter into this First Amendment, the Revolving Credit Lenders shall have fully earned and the Borrower shall pay to the Revolving Credit Lenders the sum of $67,500.00 (the “First Amendment Fee”) Such fee shall be (a) fully earned by the Revolving Credit Lenders and paid by the Borrower to the Agent for the account of the Revolving Credit Lenders (including the Agent) in full on the date hereof, and (b) shall not be subject to refund or rebate under any circumstances.

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

This First Amendment and all documents, instruments, and agreements required by the Agent in connection herewith, shall have been duly executed and delivered by the parties hereto, and shall be in full force and effect and shall be in form and substance satisfactory to the Agent.

All action on the part of the Borrower and: Guarantor necessary for the valid execution, delivery and performance by the Borrower and, to the extent applicable, Guarantor, of this first Amendment and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof satisfactory to the Agent stall have been provided to the Agent.

The First Amendment Fee, together with all costs and expenses incurred by the Agent in connection with the preparation and negotiation of this First Amendment and related documents (including the reasonable fees and expenses of counsel to the Agent), shall have been paid in full.

After giving effect to this First Amendment the Borrower will not be InDefault, nor will an Event of Default exist or be then occurring.

Representations and Warranties: Except as provided herein, all terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect Except as specifically amended hereby, the Borrower and, to the extent applicable, the Guarantor hereby ratify, confirm, and reaffirm all of the representations, warranties and covenants contained in the Loan Agreement and each other Loan Document (except to the extent that such representations, warranties and covenants have been modified pursuant to this First Amendment). The Borrower and Guarantor each hereby represent and warrant to the Agent and each Revolving Credit Lender that as of the date of this First Amendment, after giving effect to the terms hereof, the Borrower is not InDefault, nor does an Event of Default exist, or solely with the passage of time or notice, would exist under the Loan Documents.

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 hereto by telecopy or electronic mail shall be as effective as delivery of a manually executed counterpart hereof.

The First Amendment is a Loan Document under the terms of the Loan Agreement. This First Amendment expresses the entire understanding of the parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon. Any determination that any provision of this First Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this First Amendment.

 

 

 

 

 

 

 

 

 

By:

 

 

Bank of America, N.A.

All Lenders