3.                                        The parties hereto acknowledge and agree that (i) notwithstanding anything to the contrary contained in the Credit Agreement, the Total Revolving Loan Commitment shall remain in effect on the Second Amendment Effective Date but shall be reduced on the Second Amendment Effective Date to $80,000,000 (as such amount may be further reduced from time to time thereunder or terminated in accordance with the terms of the Credit Agreement), (ii) the Revolving Loan Commitment of each Lender (including BofA) on the Second Amendment Effective Date shall be as set forth on Schedule I hereto (as each such amount may be adjusted from time to time in accordance with the terms of the Credit Agreement), (iii) upon the occurrence of the Second Amendment Effective Date, BofA shall become a Lender under (and for all purposes of) the Credit Agreement and the other Credit Documents with an initial Revolving Loan Commitment as set forth on such Schedule I and (iv) on the Second Amendment Effective Date and with respect to all outstanding Letters of Credit, there shall be an automatic adjustment to the participations therein pursuant to Section 2.04 of the Credit Agreement to reflect the new RL Percentages of the Lenders immediately after giving effect to this Second Amendment.

4.                                        Section 1.08(a) of the Credit Agreement is hereby amended by inserting the text “the sum of the Applicable Margin as in effect from time to time plus” immediately after the text “which shall be equal to” appearing in such Section.

5.                                        Section 2.05(a) of the Credit Agreement is hereby amended by inserting the text “ plus the Applicable Margin as in effect from time to time for Base Rate Loans” immediately after each occurrence of the text “equal to the Base Rate in effect from time to time” appearing in such Section.

6.                                        Section 7.05(a) of the Credit Agreement is hereby amended by inserting the following new sentence immediately after the first sentence thereof:

“The consolidated balance sheet of the Borrower as at December 31, 2008, and the related consolidated statements of income, cash flows and retained earnings of the Borrower for the fiscal year ended December 31, 2008, copies of which have been furnished to the Lenders prior to the Second Amendment Effective Date, present fairly in all material respects the consolidated financial position of the Borrower at the dates of such balance sheet and the consolidated results of the operations of the Borrower for the period covered thereby.”

7.                                        Section 7.05(b) of the Credit Agreement is hereby amended by deleting the word “and” appearing immediately after the word “Transaction” appearing in the first sentence thereof and inserting the text “and on and as of the Second Amendment Effective Date and (in each case)” in lieu thereof.

8.                                        Section 7.05(d) of the Credit Agreement is hereby amended by inserting the following text immediately after the last sentence thereof:

“The New Projections delivered to the Administrative Agent and the Lenders prior to the Second Amendment Effective Date have been prepared in good faith and are based on reasonable assumptions, and there are no statements or conclusions in the

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Projections which are based upon or include information known to the Borrower to be misleading in any material respect or which fail to take into account material information known to the Borrower regarding the matters reported therein.  On the Second Amendment Effective Date, the Borrower believes that the New Projections are reasonable and attainable, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the New Projections may differ from the projected results and such differences may be material.”

9.                                        Section 7.05(e) of the Credit Agreement is hereby amended by replacing the text “December 31, 2007” appearing therein with the text “December 31, 2008”.

10.                                  Sections 7.14(a) and (b) of the Credit Agreement are hereby amended by deleting the text “Effective Date” in each place such text appears therein and inserting the text “Second Amendment Effective Date” in lieu thereof in each such place.

11.                                  Section 9.09 of the Credit Agreement is hereby amended by replacing the text “3.00:1.00” appearing therein with the text “2.50:1.00”.

12.                                  The definitions of “Applicable Commitment Commission Percentage”, “Applicable Margin”, “Lender Default” and “Revolving Loan Maturity Date” appearing in Section 11 of the Credit Agreement are hereby restated in their entirety as follows:

“ Applicable Commitment Percentage ” shall mean, on any day, (i) for periods prior to the Second Amendment Effective Date, 0.375% per annum, and (ii) for periods from and after the Second Amendment Effective Date, 0.625% per annum.

“ Applicable Margin ” shall mean, on any day, with respect to Loans (x) maintained as Eurodollar Loans (i) for periods prior to the Second Amendment Effective Date, 1.00% per annum, and (ii) for periods from and after the Second Amendment Effective Date, 3.25% per annum, and (y) maintained as Base Rate Loans (i) for periods prior to the Second Amendment Effective Date, 0% per annum, and (ii) for periods from and after the Second Amendment Effective Date, 2.25% per annum.

“ Lender Default ” shall mean, as to any Lender, as reasonably determined by the Administrative Agent, that such Lender has (a) failed to fund any portion of its Loans or participations in Letters of Credit (including its portion of any unreimbursed payment under Section 2.04(c)) or Swingline Loans (including its portion of any Mandatory Borrowing) within three Business Days of the date required to be funded by it hereunder (or, for purposes of the last sentence of Section 1.01(b) and Section 2.03(c), such Lender has failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans on the date required to be funded by it hereunder), (b) notified the Borrower, the Administrative Agent, any Issuing Lender, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under

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this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, (d) otherwise failed to pay over to the Administrative Agent, any Issuing Lender, the Swingline Lender or any other Lender any other amount required to be paid by it under this Agreement within three Business Days of the date when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“ Revolving Loan Maturity Date ” shall mean April 28, 2010.

13.                                  Section 11 of the Credit Agreement is hereby further amended by inserting the following new definitions in the correct alphabetical order:

“ New Projections ” shall mean the projections, dated March 4, 2009, prepared by or on behalf of the Borrower in connection with the budget delivered by the Borrower pursuant to and in accordance with Section 8.01(d) of this Agreement, as such “New Projections” were delivered to each of the Administrative Agent and Citibank, N.A., on March 4, 2009 and to Bank of America, N.A., on March 31, 2009.

“ Second Amendment ” shall mean the Second Amendment to this Agreement, dated as of April 29, 2009, among the Borrower, the Lenders and the Administrative Agent.

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

14.                                  Section 13.12(a) of the Credit Agreement is hereby amended by (i) deleting the word “or” appearing immediately before clause (v) of the first proviso of said Section and (ii) deleting the semi-colon appearing at the end of clause (v) of the first proviso of said Section and inserting the text “, or (vi) only for so long as either (x) no Lender is a Defaulting Lender or (y) the only Lenders party to this Agreement are the Lenders on the Second Amendment Effective Date and their respective Affiliates, in either case, amend, modify or waive any provision of Section 9.08 or 9.09;” in lieu thereof.

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15.                                  Section 13.12(b) of the Credit Agreement is hereby amended by deleting text “clauses (i) through (v)” appearing therein and inserting the text “clauses (i) through (vi)” in lieu thereof.

II.                                      Miscellaneous Provisions .

1.                                        In order to induce the Lenders to enter into this Second Amendment, the Borrower hereby represents and warrants that:

(i)                                      no Default or Event of Default exists as of the Second Amendment Effective Date, both immediately before and immediately after giving effect to this Second Amendment on such date;

(ii)                                   all of the representations and warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on the Second Amendment Effective Date, both immediately before and immediately after giving effect to this Second Amendment on such date, with the same effect as though such representations and warranties had been made on and as of the Second Amendment Effective Date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date);

(iii)                               each Credit Party has the corporate, partnership or limited liability partnership power and authority, as the case may be, to execute, deliver and perform the terms and provisions of this Second Amendment and has taken all necessary corporate, partnership or limited liability partnership action, as the case may be, to authorize the execution, delivery and performance by it of this Second Amendment, and each Credit Party has duly executed and delivered this Second Amendment, and this Second Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

(iv)                               neither the execution, delivery or performance by any Credit Party of this Second Amendment, nor compliance by it with the terms and provisions thereof, (i) will contravene or violate any provision of any applicable law, statute, rule or regulation (including, without limitation, any Health Care Law) or any order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon any portion of the property or assets of any Credit Party or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to

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which it may be subject, or (iii) will contravene or violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement or by-laws (or equivalent organizational documents), as applicable, of any Credit Party or any of its Subsidiaries;

(v)                                  no order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the Second Amendment Effective Date and which remain in full force and effect on the Second Amendment Effective Date), or exemption by, any governmental or public body or authority is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on behalf of, an