AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT

1.   Employment and Duties .  Section 1 is hereby amended to change and replace the Employee’s stated position from “President and Chief Executive Officer” to “Chief Executive Officer,” which amendment shall be effective on January 27, 2009.

2.   Term .  Section 2 is hereby amended to read in its entirety as follows:

“2.            Term .  The term of this Agreement shall commence on the Effective Date and, prior to July 11, 2012, shall terminate three (3) years following the date on which notice of non-renewal or termination of this Agreement is given by either party to the other and, on and subsequent to July 11, 2012, shall terminate on July 11, 2015, subject in all cases to prior termination as set forth in Section 7 below (the “ Term ”).  Thus, prior to July 11, 2012, the Term shall be renewed automatically on a daily basis so that the outstanding Term is always three (3) years following the date on which notice of non-renewal or termination is given by either party to the other and, on July 11, 2012, the Term shall convert into a remaining three (3) year term ending on July 11, 2015.  The Term may be extended at any time upon mutual written agreement of the parties.”

3.   Other Compensation and Fringe Benefits .  The definition of “Actual Income” as set forth in Section 4(e) is hereby amended to add the following phrase at the end thereof:

“provided, further, that any accounting credits or charges associated with any interest rate swap derivatives shall be excluded from Actual Income;”

4.   Other Compensation and Fringe Benefits .  Clause (g) is hereby added to Section 4, which clause reads in its entirety as follows:

“(g)            Section 409A Limitation .  Any amounts payable under Sections 4(b), 4(c) or 6 shall be paid no later than December 31 of the year following the year in which the expenses are incurred.”

5.   Termination .  Section 7(b)(ii) is hereby amended to add the following text immediately following the phrase which reads “...subject to the Employee executing and delivering to the Company a release of the Company and its affiliates from all known and unknown claims at the date of such termination based upon or arising out of this Agreement or the termination, in form reasonably acceptable to the Employee”:

“(provided that such release shall be executed and delivered on or prior to the fifty-fifth (55 ^th ) day following the date of the Employee’s termination and shall be in the form of an effective release agreement for which any applicable revocation period has expired)”

6.   Termination .  Section 7(b)(ii)(B) is hereby amended as follows:

(1)   To reduce the multiplier stated therein from “200%” to “100%”; and

(2)   To add the following phrase at the end thereof:

“if, at the time the Company terminates Employee’s employment under this Section 7(b), the Company is not a reporting company under the Exchange Act (as defined below), or the Employee is not a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”); however, if at the time the Company terminates Employee’s employment under this Section 7(b), the Company is a reporting company under the Exchange Act and the Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then Employee shall be entitled to such sum in a single lump sum on the first business day that occurs at the end of the period commencing on the date of termination and ending six months after the last day of the calendar month in which the date of termination occurs (e.g., if the Company termina