Exhibit 10.1

Execution Version

AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT,

SECOND AMENDED AND RESTATED SECURITY AGREEMENT,

AND

SECOND AMENDED AND RESTATED PLEDGE AGREEMENT

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, SECOND AMENDED AND RESTATED SECURITY AGREEMENT, AND SECOND AMENDED AND RESTATED PLEDGE AGREEMENT (this “Amendment”) dated as of September 23, 2011, is among COMFORT SYSTEMS USA, INC., a Delaware corporation (the “Borrower”), the other entities identified as Guarantors on the signature pages hereto (the “Guarantors”) the several banks and other financial institutions signatories hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Agent for the Lenders (the “Agent”).

RECITALS

A.            The Borrower, the Lenders and the Agent are parties to a Second Amended and Restated Credit Agreement dated as of July 16, 2010 (as amended, modified and supplemented prior to the date hereof, the “Credit Agreement”).

B.            The Borrower, the Guarantors, and the Agent are parties to a Second Amended and Restated Security Agreement dated as of July 16, 2010 (as amended, modified and supplemented prior to the date hereof, the “Security Agreement”).

C.            The Borrower, the Guarantors, and the Agent are parties to a Second Amended and Restated Pledge Agreement dated as of July 16, 2010 (as amended, modified and supplemented prior to the date hereof, the “Pledge Agreement”).

D.            The Borrower and the Guarantors have requested that the Lenders approve this Amendment to amend certain terms and provisions of the Credit Agreement, Security Agreement, and Pledge Agreement, as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Guarantors, the Agent and the Lenders agree as follows:

1.             Defined Terms.  Unless otherwise defined in this Amendment, capitalized terms used in this Amendment have the meanings assigned to those terms in the Credit Agreement.

2.             Amendments to Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)           Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

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“Amendment No. 1 Effective Date” means September 23, 2011.

(b)           Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 3.3), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement provided, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

(c)           Section 1.1 of the Credit Agreement is hereby amended by adding the following to the end of the definitions of “Consolidated EBITDA”, “Consolidated Net Income” and “Consolidated Total Indebtedness”:

With respect to Non-Wholly Owned Subsidiaries, only that amount attributable to Borrower’s direct and indirect proportionate share shall be included for purposes of this calculation.

(d)           Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

“Excluded Assets” means equity interests in any Unrestricted Subsidiary (including the Southeast Acquisition Entity), so long as a pledge or transfer of such equity interests would be prohibited or restricted under, or would require consent of a third party that is not an Affiliate pursuant to, the governing documents of such Unrestricted Subsidiary or any other agreement binding on the Restricted Persons or their assets; provided that (except with respect to the equity interests in the Southeast Acquisition Entity) in the event such pledge or transfer is not prohibited but is so restricted or would require such

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consent of a third party that is not an Affiliate, Borrower shall have used commercially reasonable efforts to satisfy such restriction or obtain such consent.

(e)           Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Guarantors” in its entirety and substituting the following definition therefor:

“Guarantors” means, collectively, (a) each Subsidiary of the Borrower existing on the Amendment No. 1 Effective Date, other than an Immaterial Subsidiary or an Unrestricted Subsidiary, and (b) any Subsidiary of Borrower which executes and delivers a Guaranty to Agent after the date hereof, pursuant to Section 6.15.

(f)            Section 1.1 of the Credit Agreement is hereby amended by deleting clause (j) of the definition of “Indebtedness” and substituting the following therefor:

(j)            obligations with respect to letters of credit or applications or reimbursement agreements therefor (but, for the avoidance of doubt, excluding any obligations with respect to letters of credit to the extent they support other obligations constituting Indebtedness of a Restricted Person under this definition); or

(g)           Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and substituting the following definition therefor:

“Maturity Date” means September 23, 2016.

(h)           Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Net Leverage Ratio” in its entirety and substituting the following definition therefor:

“Net Leverage Ratio” means the ratio, determined as of the end of each of Borrower’s Fiscal Quarters for the then most-recently ended four consecutive Fiscal Quarters, of (a) its Consolidated Total Indebtedness on such day minus the amount, if any, by which (i) its and its Subsidiaries’ cash and Cash Equivalents exceed (ii) $20,000,000 to (b) its Consolidated EBITDA for such period.  With respect to Non-Wholly Owned Subsidiaries, only that amount of cash and Cash Equivalents attributable to Borrower’s direct and indirect proportionate share shall be included for purposes of this calculation.

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(i)            Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

“Non-Wholly Owned Subsidiary” means, with respect to any Person, any entity in which such Person directly or indirectly owns equity interests which represent less than 100% of the total equity interests (other than qualifying shares required to be owned by directors) of such entity.

(j)            Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Restricted Person” in its entirety and substituting the following definition therefor:

“Restricted Person” means any of Borrower and each Guarantor.

(k)           Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

“Southeast Acquisition Entity” means a direct or indirect Subsidiary or Non-Wholly Owned Subsidiary of the Borrower that owns or acquires all or part of the assets or equity interests of a single target company (and any of its affiliates) located in the southeastern United States that has been disclosed in writing to the Agent prior to the Amendment No. 1 Effective Date.

(l)            Section 1.1 of the Credit Agreement is hereby amended by adding the following definition in alphabetical order:

“Unrestricted Subsidiary” means a direct or indirect Non-Wholly Owned Subsidiary of the Borrower that has been designated as an Unrestricted Subsidiary in a written notice by the Borrower to the Agent; provided that the Southeast Acquisition Entity shall be an Unrestricted Subsidiary.

(m)          Sections 3.2, 3.3 and 3.4 of the Credit Agreement are hereby amended by deleting such Sections in their entirety and substituting therefor the following:

Section 3.2             Capital Reimbursement.  If any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on any Lender Party’s capital, or on the capital of any corporation controlling such Lender Party, as a consequence of the Loans made, or Letters of Credit issued, by such Lender Party, to a level below that which such Lender Party or such corporation could have achieved but for such change (taking into

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consideration such Lender Party’s policies and the policies of any such corporation with respect to capital adequacy), then from time to time Borrower will pay to Agent for the benefit of such Lender Party, within five (5) Business Days of demand therefore by such Lender Party, such additional amount or amounts which such Lender Party shall determine to be appropriate to compensate such Lender Party for such reduction.

Section 3.3             Increased Cost of Eurodollar Loans or Letters of Credit.  (a) If any Change in Law:

(i)            shall change the basis of taxation of payments to any Lender Party of any principal, interest, or other amounts attributable to any Eurodollar Loan or Letter of Credit or otherwise due under this Agreement in respect of any Eurodollar Loan or Letter of Credit (other than Reimbursable Taxes governed by Section 3.6 and taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office); or

(ii)           shall change, impose, modify, apply or deem applicable any reserve, special deposit or similar requirements in respect of any Eurodollar Loan made by any Lender Party or any Letter of Credit (excluding any reserve requirement included in the computation of the Adjusted Eurodollar Rate) or against assets of, deposits with or for the account of, or credit extended by, such Lender Party; or

(iii)          shall impose on any Lender Party or the interbank eurocurrency deposit market any condition affecting any Eurodollar Loan or Letter of Credit,

the result of which is to increase the cost to any Lender Party of agreeing to make or making, funding or maintaining Eurodollar Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing, then such Lender Party shall promptly notify Agent and Borrower in writing of the happening of such event and of the amount required to compensate such Lender Party for such additional costs

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or reduced return (on an after-tax basis, taking into account any taxes on and deductions, credits or other tax benefits in respect of such compensation), whereupon (i) Borrower shall pay such amount to Agent for the account of such Lender Party and (ii) Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loans of such Lender Party into Base Rate Loans.

(b)           A certificate of a Lender Party setting forth the amount or amounts necessary to compensate such Lender Party or the corporation controlling such Lender Party, as the case may be, as specified in Section 3.2 or this Section 3.3 shall be delivered to Borrower and shall be conclusive absent manifest error.  Borrower shall pay the applicable Lender Party the amount shown as due on any such certificate within 3 Business Days after receipt thereof.

(c)           Failure or delay on the part of any Lender Party to demand compensation pursuant to Section 3.2 or this Section 3.3 shall not constitute a waiver of such Lender Party’s right to demand such compensation.

Section 3.4             Illegality.  If any Change in Law shall make it unlawful for any Lender Party to fund or maintain Eurodollar Loans, then, upon notice by such Lender Party to Borrower and Agent, (a) Borrower’s right to elect Eurodollar Loans from such Lender Party shall be suspended to the extent and for the duration of such illegality, (b) all Eurodollar Loans of such Lender Party which are then the subject of any Borrowing Notice and which cannot be lawfully funded shall be funded as Base Rate Loans of such Lender Party, and (c) all Eurodollar Loans of such Lender Party shall be converted automatically to Base Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by Law.  If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, Borrower shall pay to such Lender Party such amounts, if any, as may be required pursuant to Section 3.5.

(n)           Section 5.13 of the Credit Agreement is hereby amended to replace each reference therein to “Closing Date” with a reference to “Amendment No. 1 Effective Date.”

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(o)           Section 6.15 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

Section 6.15  Guaranties of Borrower’s Subsidiaries.  Each Subsidiary created, acquired or coming into existence after the date hereof, other than an Immaterial Subsidiary or an Unrestricted Subsidiary, shall, promptly upon request by Agent, execute and deliver to Agent an absolute and unconditional guaranty of the timely repayment of the Obligations and the due and punctual performance of the Obligations of Borrower hereunder, which guaranty shall be in substantially the same form as the Guaranty entered into as of the Closing Date or otherwise reasonably satisfactory to Agent in form and substance, except that a Foreign Subsidiary will not be required to provide such a guaranty if the provision of such a guaranty would have a material adverse tax consequence to the Borrower and its Subsidiaries taken as a whole.  Borrower will cause each such Subsidiary to deliver to Agent, simultaneously with its delivery of such a guaranty, written evidence reasonably satisfactory to Agent and its counsel that such Subsidiary has taken all corporate or partnership action necessary to duly approve and authorize its execution, delivery and performance of such guaranty and any other documents which it is reasonably required to execute.

(p)           Section 6.16 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

Section 6.16  Agreement to Deliver Security Documents.  Borrower agrees to deliver and to cause each Guarantor to deliver, to further secure the Obligations whenever requested by Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, financing statements continuation statements, extension agreements, acknowledgments, and other Security Documents in form and substance satisfactory to Agent for the purpose of granting, confirming, protecting and perfecting Liens or security interests in any personal property (other than Excluded Assets) now owned or hereafter acquired by Borrower or any Guarantor.

(r)            Section 7.1(d) of the Credit Agreement is hereby amended by deleting such clause in its entirety and substituting therefor the following:

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(d)           Indebtedness existing on the Amendment No. 1 Effective Date and listed on Schedule 7.1, and renewals and extensions thereof;

(s)           Section 7.6 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

Section 7.6             Limitation on Distributions and Subordinated Debt.

(a)           No Restricted Person will declare or make any Distribution unless no Default or Event of Default exists at the time of any such Distribution or would occur as a result thereof; provided, that in the event Borrower’s Net Leverage Ratio is greater than 1.0 to 1.0 no Restricted Person may make any Distributions except for regularly scheduled dividends that do not exceed the per share amount paid during the preceding Fiscal Quarter.

(b)           No Restricted Person will make any payments on Subordinated Debt, unless no Default or Event of Default exists at such time or would occur as a result thereof.

(t)            Section 7.7 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

Section 7.7             Limitation on Investments, Acquisitions, Capital Expenditures, and Lines of Business  No Restricted Person will

(a)           make any Investments other than (i) Permitted Investments, (ii) investments in Unrestricted Subsidiaries not in excess of $5,000,000 during any Fiscal Year, and (iii) investments in the Southeast Acquisition Entity;

(b)           make any Capital Expenditures in excess of the sum of (i) $40,000,000 in the aggregate in any Fiscal Year plus (ii) the cash proceeds from the sale of Capital Assets received in such Fiscal Year;

(c)           make any Acquisition unless the following conditions are satisfied:

(i)            the Acquisition is not hostile in nature; and

(ii)           each line of business to be acquired in the Acquisition is similar to a line of business engaged in by the Borrower at the time of the Acquisition; and

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(iii)          either (A) the Borrower’s Total Leverage Ratio is less than or equal to 2.0 to 1.0 after giving pro forma effect to the Acquisition or (B) the purchase price for such Acquisition is less than or equal to $15,000,000 and the aggregate purchase price for such Acquisition and all prior Acquisitions made during the Fiscal Year when such Acquisition is consummated is less than or equal to $30,000,000; or

(d)           engage directly or indirectly in any business or conduct any operations except in connection with or incidental to its present businesses and operations.

(u)           Section 7.11 of the Credit Agreement is hereby amended by deleting such Section in its entirety and substituting therefor the following:

Section 7.11           Financial Covenants.

(a)           Minimum Fixed Charge Coverage Ratio.  The Borrower will not permit the ratio, determined as of the end of each of its Fiscal Quarters, for the then most-recently ended four Fiscal Quarters, of (i) its Consolidated EBITDA, minus (A) Consolidated Capital Expenditures, (B) the provision for income taxes (excluding one-time tax charges arising solely from changes to GAAP), and (C) if Borrower’s Net Leverage Ratio is greater than (x) 2.0 to 1.0 through December 31, 2013, (y) 1.5 to 1.0 after December 31, 2013 through June 30, 2014, and (z) 1.0 to 1.0 thereafter, Distributions, all calculated on a Consolidated basis, to (ii) its Consolidated Interest Expense, plus scheduled principal payments of Indebtedness, to be less than 2.0 to 1.0.

(b)           Intentionally Left Blank.

(c)           Total Leverage Ratio.  The Borrower will not permit its Total Leverage Ratio, determined as of the end of each of its Fiscal Quarters, for the then most-recently ended four Fiscal Quarters, to be greater than the ratio set forth below opposite such period:

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(v)           The Credit Agreement is hereby amended such that the “Pricing Schedule” attached thereto and identified as such is hereby replaced in its entirety with the “Pricing Schedule” attached to this Amendment and identified as such.

(w)          Sections 5.13 and 5.14 of Schedule 5 and Schedule 7.1 to the Credit Agreement are hereby replaced in their entirety with Sections 5.13 and 5.14 of Schedule 5 and Schedule 7.1 to the Credit Agreement attached to this Amendment.

3.             Amendment to Security Agreement.

(a)           The Security Agreement is hereby amended as follows:  In the first sentence of Section 2(a) of the Security Agreement, the language “, except to the extent constituting Excluded Assets” shall be added after the language “and regardless of where located” and before the parenthetical.

(b)           Schedules I, II, and III to the Security Agreement are hereby replaced in their entirety with Schedules I, II, and III to the Security Agreement  attached to this Amendment.

4.             Amendments to Pledge Agreement.  The Pledge Agreement is hereby amended as follows:

(a)           In the first sentence of Section 2 of the Pledge Agreement, the language “, except to the extent constituting Excluded Assets” shall be added after the language “a first priority security interest in its right, title and interest in all of the following” and before the first parenthetical.

(b)           Section 5(i) of the Pledge Agreement shall be amended to read in its entirety as follows:

(i)            The Pledged Shares constitute 100% of the issued and outstanding shares of Stock of each Pledged Entity except as disclosed on Schedule I or otherwise in writing to the Agent; and

(c)           Section 6(d) of the Pledge Agreement shall be amended to read in its entirety as follows:

(d)           Each Pledgor will, upon obtaining ownership of any additional stock or promissory notes or instruments of a Subsidiary (other than (i) Excluded Assets and (ii) stock, notes or instruments issued by a Foreign Subsidiary (if the pledge of such stock, notes or instruments by such Foreign Subsidiary would have material adverse tax consequences) or an Immaterial Subsidiary), which stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by such

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Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional stock, notes or instruments, pursuant to which such Pledgor shall pledge to Agent all of such additional stock, notes and instruments. Each Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

(d)           Schedule I to the Pledge Agreement is hereby replaced in its entirety with Schedule I to the Pledge Agreement  attached to this Amendment.

5.             Conditions to Effectiveness.  This Amendment will become effective on the date that the following conditions have been satisfied or waived:

(a)           The Agent shall have received counterparts of this Amendment, executed and delivered by the Borrower, the Guarantors, the Agent and the Required Lenders;

(b)           The representations and warranties of the Borrower in Section 6 of this Amendment shall be true and correct; and

(c)           The Administrative Agent shall have received, or shall concurrently receive (i) for the account of each Lender that has delivered an executed counterpart of this Amendment to the Agent (or its counsel) by 5:00 P.M. (Central time) on September 22, 2011], a consent fee equal to 20 basis points on the amount of such executing Lender’s Commitment then in effect and (ii) for the account of the applicable Person, payment of all other fees payable in connection with this Amendment including, without limitation, the fees payable to Wells Fargo Securities LLC and the Agent pursuant to that certain Engagement Letter dated August 5, 2011.

(d)           The Agent shall have received the following certificates of Borrower and, as appropriate, the Guarantors:

i.              An “Omnibus Certificate” of the Secretary or Assistant Secretary of the Borrower and each Guarantor, which shall contain the names and signatures of the officers of Borrower and each Guarantor authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto:  (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and each Guarantor and in full force and effect at the time this Amendment is entered into, authorizing the execution of this Amendment and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and

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therein, (2) a copy of the charter documents of Borrower and each Guarantor and all amendments thereto, certified by the appropriate official of such party’s state of organization, and (3) a copy of the bylaws of Borrower and each Guarantor; and

ii.             A “Closing Certificate” of the chief financial officer of Borrower, as of the date of this Amendment, certifying that (A) the conditions set out in subsections (a), (b), and (c) of Section 4.2 of the Credit Agreement have been satisfied and (B) the financial information of Borrower most recently delivered to the Agent pursuant to Section 6.2(b) of the Credit Agreement fairly present the Consolidated financial position of Borrower for the periods covered thereby.

(e)           A certificate of existence and good standing for Borrower issued by the Secretary of State of Delaware, a certificate of due qualification to do business for the Borrower issued by the Secretary of State of Texas, and a certificate of account status for the Borrower issued by the Texas Comptroller of Public Accounts.

(f)            A favorable opinion of (i) Bracewell & Giuliani LLP, counsel for Restricted Persons, in form and substance reasonably satisfactory to the Agent; and (ii) Trent McKenna, in-house counsel for Restricted Persons, in form and substance reasonably satisfactory to the Agent.

6.             Representations and Warranties.  The Borrower and the Guarantors hereby represent and warrant to the Agent and each of the Lenders as follows:

(a)           This Amendment has been duly authorized by all necessary corporate action and constitutes the binding obligation of the Borrower and the Guarantors.

(b)           Each of the representations and warranties made by the Borrower and the Guarantors in or pursuant to the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof, as if made (after giving effect to this Amendment) on and as of such date, except for any representations and warranties made as of a specified date, which were true and correct in all material respects as of such specified date.

(c)           After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.

(d)           Since the date of the most recent financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.2(b) of the Credit Agreement, there has occurred no Material Adverse Change.

7.             Continuing Effect of the Credit Agreement and Other Loan Documents.  This Amendment does not constitute a waiver of any provision of the Credit Agreement or any other Loan Document and, except as expressly provided herein, is not to be construed as a consent to any action on the part of the Borrower or the

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Guarantors that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents.  The Borrower and the Guarantors hereby confirm and ratify the Credit Agreement as amended hereby and each of the other Loan Documents to which it is a party and acknowledges and agrees that the same continue in full force and effect as amended hereby (as applicable).

8.             Reference to the Credit Agreement, Security Agreement, or Pledge Agreement.  Upon the effectiveness of this Amendment, each reference in the Credit Agreement, Security Agreement, or Pledge Agreement to “this Agreement” or “this Security Agreement,” “hereunder,” “herein” or words of like import refer to the Credit Agreement, Security Agreement, or Pledge Agreement, as applicable, as amended and affected hereby.

9.             Designation as Loan Document.  This Amendment is a Loan Document.

10.           Counterparts.  This Amendment may be executed by all parties hereto in any number of separate counterparts each of which may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form and all of such counterparts taken together constitute one instrument.

11.           References.  The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,” “hereof,” “hereunder” and words of similar import when used in this Amendment refer to this Amendment as a whole and not to any particular article, section or provision of this Amendment.  References in this Amendment to a section number are to such sections of the Credit Agreement unless otherwise specified.

12.           Headings Descriptive.  The headings of the several sections of this Amendment are inserted for convenience only and do not in any way affect the meaning or construction of any provision of this Amendment.

13.           Governing Law.  This Amendment is governed by and will be construed in accordance with the law of the State of Texas.

14.           Payment of Expenses.  The Borrower shall pay or reimburse the Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Agent.

15.           Final Agreement of the Parties.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties are signing this Amendment as of the date first above written.

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ACKNOWLEDGMENT OF GUARANTORS

Each of the undersigned Guarantors hereby executes this Amendment to evidence its agreement to the modification of the Loan Documents to which it is a party and to confirm that each Loan Document (as the same may be amended or amended and restated, as the case may be, pursuant to and in connection with this Amendment) to which it is a party or otherwise bound remains in full force and effect and that all Collateral encumbered thereby will continue to secure, to the fullest extent possible, the payment and performance of all “Obligations”, “Secured Obligations” and “Guaranteed Obligations” (in each case as such term is defined in the applicable Loan Document), including without limitation the payment and performance of all such “Obligations”, “Secured Obligations” and “Guaranteed Obligations” in respect of the Obligations now or hereafter existing under or in respect of the Credit Agreement and the other Loan Documents.  The Guarantors specifically reaffirm and extend their obligations under each of their applicable Guaranties to cover all indebtedness evidenced by the Credit Agreement as same has been created, amended and/or restated by or in connection with this Amendment.  The Guaranties and all the terms thereof shall remain in full force and effect and the Guarantors hereby acknowledge and agree that same are valid and existing and that each of the Guarantors’ obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment.  Each Guarantor hereby represents and warrants that all representations and warranties contained in this Amendment and the other Loan Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the dated of this Amendment, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.  The Agent on behalf of the Lenders hereby preserves all its rights against each Guarantor under its applicable Guaranty and the other Loan Documents to which each applicable Guarantor is a party.

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement, this Amendment or any other Loan Document to consent to the amendments of the Credit Agreement effected pursuant to this Amendment; and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

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PRICING SCHEDULE

The applicable Eurodollar Margin, Base Rate Margin, Commitment Fee Rate and Letter of Credit Fee Rate shall be determined by the Agent in accordance with the following tables:

Notwithstanding the foregoing if the Borrower has failed to deliver the financial statements and certificates required by Section 6.2(a) and Section 6.2(b) then Level IV  Status will be deemed to exist after two Business Days’ notice from the Administrative Agent to the Borrower.

For the purposes of this Pricing Schedule, the following terms have the following meanings, subject to the final paragraph of this Pricing Schedule:

“Level I Status” exists for any day that the Total Leverage Ratio is less than 0.75 to 1.00.

“Level II Status” exists for any day that the Total Leverage Ratio is greater than or equal to 0.75 to 1.00 but is less than 1.25 to 1.00.

“Level III Status” exists for any day that the Total Leverage Ratio is greater than or equal to 1.25 to 1.00 but is less than 2.00 to 1.00.

“Level IV Status” exists for any day that the Total Leverage Ratio is greater than or equal to 2.00 to 1.00 but is less than 2.50 to 1.00.

“Level V Status” exists for any day that the ratio of Consolidated Total Indebtedness to Consolidated EBITDA is greater than or equal to 2.50 to 1.00.

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“Status” means either Level I Status, Level II Status, Level III Status,  Level IV Status or Level V Status.

In the event that any financial statement delivered pursuant to this Agreement is shown to be inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Eurodollar Rate Margin or Base Rate Margin, as applicable, for any period (an “Applicable Period”) than the Eurodollar Rate Margin or Base Rate Margin, as applicable, applied for such Applicable Period, and only in such case, then the Borrower shall immediately (i) deliver to the Agent a corrected financial statement for such Applicable Period, (ii) determine the Eurodollar Rate Margin or Base Rate Margin, as applicable, for such Applicable Period based upon the corrected financial statement, and (iii) immediately pay to the Agent the accrued additional interest owing as a result of such increased Eurodollar Rate Margin or Base Rate Margin, as applicable for such Applicable Period, which payment shall be promptly applied by the Agent in accordance with the terms of this Agreement.  This provision is in addition to rights of the Agent and Lenders with respect to Sections 2.5, 2.11, 6.10 and 8.1 and other of their respective rights under this Agreement.

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SECTION 5.13 to SCHEDULE 5

Names and Places of Business

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SECTION 5.14 to SCHEDULE 5

Subsidiaries

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