Credit Agreement

EXHIBIT 10.1

CONFORMED COPY

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

B. The Borrower has requested that the Credit Agreement be amended, and the Required Lenders, which include each of the Continuing Revolving Credit Lenders (as defined below) and Additional Revolving Credit Lenders (as defined below), have agreed to amend the Credit Agreement, on the terms and subject to the conditions set forth herein, to, among other things, (i) extend the maturity date of the Revolving Credit Commitments of each of the Lenders listed on Schedule 1 hereto as a Continuing Revolving Credit Lender (each, a “ Continuing Revolving Credit Lender ” and, collectively, the “ Continuing Revolving Credit Lenders ”) and each Person listed on Schedule 1 hereto as an Additional Revolving Credit Lender (each, an “ Additional Revolving Credit Lender ” and, collectively, the “ Additional Revolving Credit Lenders ”), (ii) permit the Borrower to terminate all other Revolving Credit Commitments, including, without limitation, all of the Revolving Credit Commitments held (immediately after giving effect to the provisions of Section 1(a) hereof) as of the Second Amendment Effective Date (as defined below) by each Lender that is not a Continuing Revolving Credit Lender or Additional Revolving Credit Lender (each, an “ Exiting Revolving Credit Lender ” and, collectively, the “ Exiting Revolving Credit Lenders ”) and (iii) increase the Applicable ABR Margin, Applicable LIBOR Margin, Applicable Stamping Fee and Commitment Fee Rate with respect to Revolving Credit Loans, Swingline Loans and Revolving Credit Commitments, in each case to the extent applicable, effective as of the Second Amendment Effective Date (as defined below).

C. Each existing Lender with outstanding Tranche C Term Loans and/or Revolving Credit Commitments that executes and delivers a signature page to this Amendment will be deemed to have agreed, effective as of the Second Amendment Effective Date, to all terms of this Amendment and the transactions contemplated thereby, including, without limitation, the transactions contemplated by the terms of Section 1(a) hereof.

Accordingly, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Assignments. (a) On and as of the Second Amendment Effective Date, immediately prior to the effectiveness of each of the amendments, waivers and consents of or under the Credit Agreement provided for in this Amendment (other than any such amendment, waiver or consent to extent the same is construed as being provided for solely in this Section 1(a)), a portion of the interests (including with respect to participations in outstanding Letters of Credit), then held, in the Revolving Credit Commitments, by (i) each Exiting Revolving Credit Lender that has as of such time executed and delivered a signature page to this Amendment (each, a “ Specified Exiting Revolving Credit Lender ” and, collectively, the “ Specified Exiting Revolving Credit Lenders ”) and (ii) certain of the Continuing Revolving Credit Lenders shall, in each case, automatically and without any further action being required, be assigned and transferred to, and assumed by, certain of the Continuing Revolving Credit Lenders and each of the Additional Revolving Credit Lenders, which portion in each case shall be such as is then necessary in order that, immediately after giving effect to all such assignments and assumptions, the Revolving Credit Commitments held by the Continuing Revolving Credit Lenders and the Additional Revolving Credit Lenders will be as set forth on Schedule 1 hereto. Each Additional Revolving Credit Lender and Continuing Revolving Credit Lender assuming interests of any type under this Section 1(a) shall be deemed to have assumed such interests from each Specified Exiting Revolving Credit Lender and Continuing Revolving Credit Lender assigning interests of such type ratably in accordance with the amounts of such interests assigned by such Specified Exiting Revolving Credit Lenders and Continuing Revolving Credit Lenders. The assignments and assumptions provided for in this Section 1(a) (i) shall be without recourse, warranty or representation, except that each Specified Exiting Revolving Credit Lender and Continuing Revolving Credit Lender (x) assigning any interests shall be deemed to have represented that it is the legal and beneficial owner of the interests assigned by it and that such interests are free and clear of any adverse claim and (y) assuming any interests in respect of the Canadian Revolving Credit Commitments shall be deemed to have represented that such assumption complies with all applicable requirements of Section 13.6(b)(ii)(E) and (ii) shall not require any payment by any Exiting Revolving Credit Lender, Continuing Revolving Credit Lender or Additional Revolving Credit Lender. To facilitate the foregoing assignments and assumptions, the Borrowers shall ensure that on the Second Amendment Effective Date there shall be outstanding no Revolving Credit Loans.

(b) On the Second Amendment Effective Date, after giving effect to the provisions of Section 1(a) above and to the amendments and waivers or under the Credit Agreement provided for in this Section 1 and in Sections 2 and 4 of this Amendment, the Revolving Credit Commitments, other than those reflected on Schedule 1 hereto, shall, automatically and without any further action being required, be permanently terminated, and the Borrowers shall pay by wire transfer of immediately available funds to the Administrative Agent, for the accounts of (i) the Specified Exiting Revolving Credit Lenders and Continuing Revolving Credit Lenders

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who assigned any portion of their respective Revolving Credit Commitments pursuant to Section 1(a) above and (ii) the Exiting Revolving Credit Lenders and Continuing Revolving Credit Lenders whose Revolving Credit Commitments (after giving effect to the assignments provided for in Section 1(a) above) are so terminated (whether in whole or in part), in each case the accrued but unpaid commitment fees owing pursuant to Section 4.1 of the Credit Agreement in respect of such Revolving Credit Commitments so assigned or terminated, as applicable.

(c) Each of the parties hereto hereby (i) consents to the assignments and assumptions provided for in paragraph (a) above and, notwithstanding anything to the contrary in Section 13.6 of the Credit Agreement or otherwise, to the manner in which such assignments are effected pursuant to this Amendment, (ii) notwithstanding anything to the contrary in Section 13.6 of the Credit Agreement or otherwise, agrees that (A) each Additional Revolving Credit Lender and Continuing Revolving Credit Lender that is assuming interests in the Revolving Credit Commitments pursuant to paragraph (a) above are assignees of the Specified Exiting Revolving Credit Lenders and certain Continuing Revolving Credit Lenders and that such assignees are permitted under Credit Agreement and (B) each Additional Revolving Credit Lender and each such Continuing Revolving Credit Lender shall have all the rights and obligations of a Lender under the Credit Agreement, including, without limitation, with respect to the interests assumed by it pursuant to such paragraph and (iii) waives in all respects the provisions of Section 13.6 of the Credit Agreement to the extent that (I) such provisions would otherwise be applicable to any assignment or assumption of Revolving Credit Commitments contemplated by this Amendment and (II) any such assignment or assumption as so contemplated would not otherwise comply with such provisions. For the avoidance of doubt, each of the parties hereto hereby further agrees that on and as of the Second Amendment Effective Date, immediately after giving effect to the provisions of Section 1(a) above, any executed copy of this Amendment shall be deemed, for all purposes of Section 13.6 of the Credit Agreement, to be (I) an “Assignment and Acceptance” with respect to each of the assignments provided for in Section 1(a) and (II) to have been accepted and recorded, together with all other information and documentation required in connection therewith, in the Register by the Administrative Agent, in full compliance with all relevant requirements of Section 13.6.

(d) On and as of the Second Amendment Effective Date, immediately after giving effect to (x) the provisions of Section 1(a) above, (y) the amendments and waivers or under the Credit Agreement provided for in Sections 2 and 4 of this Amendment and (z) the provisions of Section 1(b) above, (i) the Revolving Credit Commitments of each Revolving Credit Lender shall be as set forth in Schedule 1 hereto and (ii) each of the Exiting Revolving Credit Lenders shall cease to be a party to the Credit Agreement as a Revolving Credit Lender and shall be released from all further obligations thereunder and shall have no further rights to or interest in any of the Collateral; provided , however , that each Exiting Revolving Credit Lender shall continue to be entitled to any benefits it was entitled to, and subject to any corresponding obligations it was subject to, prior to such release pursuant to each of Section 2.10, 2.11, 3.5, 5.4 and 13.5 of the Credit Agreement.

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SECTION 2. Amendments to the Credit Agreement. The Credit Agreement is hereby amended, effective immediately after giving effect to the provisions of Section 1(a) above as of the Second Amendment Effective Date, as follows:

(a) Amendment of Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by:

(i) inserting the definitions of the following terms in appropriate alphabetical order therein:

“ Consolidated Gross Senior Secured Debt ” shall mean, as of any date of determination, the sum (without duplication) of (i) the aggregate principal amount of the Term Loans outstanding at such date, (ii) the aggregate amount of all Revolving Credit Commitments (whether used or unused) in effect under this Agreement on such date, (iii) the aggregate principal amount of all other Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money outstanding on such date that is secured by a Lien on any property of the Borrower or a Restricted Subsidiary (other than any Lien permitted under Section 10.2(b) and any replacement, extension or renewal thereof permitted under Section 10.2(e)) and (iv) all Capitalized Lease Obligations of the Borrower and the Restricted Subsidiaries outstanding on such date, with all such Indebtedness referred to in the preceding clauses (iii) and (iv) being calculated on a consolidated basis in accordance with GAAP.

“ Consolidated Gross Senior Secured Leverage Ratio ” shall mean, as of any date of determination, the ratio of (a) Consolidated Gross Senior Secured Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

“ Consolidated Gross Senior Secured Leverage Ratio Certificate ” shall mean a certificate of an Authorized Officer of the Borrower setting forth in reasonable detail the calculation of the Consolidated Gross Senior Secured Leverage Ratio certified therein, which certificate shall be delivered to the Administrative Agent no later than September 1, 2011 (it being understood that such certificate may, at the Borrower’s option, be delivered at the time of delivery of (and in such case may be combined with or made a part of) the officer’s certificate delivered with respect to the Section 9.1 Financials for the fiscal quarter ending on the last day of the Test Period to which such Consolidated Gross Senior Secured Leverage Ratio relates).

“ Second Amendment ” shall mean Amendment No. 2 to this Agreement dated as of May 28, 2009.

“ Second Amendment Effective Date ” shall have the meaning provided in the Second Amendment.

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(ii) amending the definition of each of the following terms in Section 1.1 of the Credit Agreement in the manner specified with respect thereto:

(A) the definition of “ Applicable ABR Margin ” is hereby amended by deleting the table in such definition in its entirety and inserting, in lieu thereof, the following:

(B) the definition of “ Applicable LIBOR Margin ” is hereby amended by deleting the table in such definition in its entirety and inserting, in lieu thereof, the following: