“ First Amendment Effective Date ” is defined in Article III .

ARTICLE II

AMENDMENTS TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the First Amendment Effective Date, the provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with this Article II . Except as expressly so amended, the Existing Credit Agreement shall continue in full force and effect in accordance with its terms.

SECTION 2.1.                                                Amendments to the Cover Page of the Existing Credit Facility .  The cover page of the Existing Credit Facility is hereby amended by (a) deleting the reference to “as Joint Lead Arrangers and Joint Bookrunners” following “Morgan Stanley Senior Funding, Inc. and Goldman Sachs Credit Partners L.P.” and (b) deleting the reference to “as Collateral Agent and Co-Documentation Agent” following “Wells Fargo Foothill, Inc.” and replacing with “as Collateral Agent, Co-Documentation Agent, Sole Lead Arranger and Sole Bookrunner”.

SECTION 2.2.                                                Amendments to Section 1.01 .

(a)                                   Section 1.01 of the Existing Credit Agreement is hereby amended to insert the following definitions in the appropriate alphabetical order:

““ Eligible Purchase ” means an Investment consisting of (i) any purchase or acquisition by the Borrowers or any of their subsidiaries of any in-licensing businesses or (ii) any up-front payment made by the Borrowers or any of their subsidiaries for the purchase of new products, but only to the extent such purchase, acquisition or payment would not cause the Borrowers to be in violation of Section 6.03(b) .”

““ Leverage Ratio ” means, with respect to any Person for any period, the ratio of (i) Total Debt of such Person as of the last day of such Period to (ii) Adjusted EBITDA of such Person for such period.”

““ Notes Offering ” means an offering of notes pursuant to Section 6.01(u).”

““ Previous Arrangers ” means Morgan Stanley and GSCP.”

““ Sole Lead Arranger ”  means Wells Fargo.”

(b)                                  Section 1.01 of the Existing Credit Agreement is hereby further amended by amending and restating the definition of “ Permitted Acquisition ” in its entirety to read as follows:

““ Permitted Acquisition ” has the meaning set forth in Section 1.04(b) , and shall include Eligible Purchases.”

(c)                                   Section 1.01 of the Existing Credit Agreement is hereby further amended by deleting the definition of “Joint Lead Arrangers”. All other references to “Joint Lead Arrangers”

in the Existing Credit Facility are hereby deleted and replaced with references to “Previous Arrangers”.

SECTION 2.3.                                                Amendment to Section 1.04 .  Section 1.04(b) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(b)  As of any date of determination, for purposes of determining the Fixed Charge Coverage Ratio and the Leverage Ratio (and any financial calculations required to be made or included within such ratios (including Net Income and Adjusted EBITDA), or required for purposes of preparing any Compliance Certificate to be delivered at any time or doing any calculations on a pro forma basis), the calculation of such ratios and other financial calculations shall include or exclude, as the case may be, the effect of any assets or businesses that have been acquired pursuant to an Acquisition permitted hereunder (a “ Permitted Acquisition ”) or Disposed of by the Parent or any of its Subsidiaries pursuant to the terms hereof (including through mergers or consolidations) as of such date of determination, as determined by the Parent on a pro forma basis in accordance with GAAP, which determination may include one-time adjustments or reductions in costs, if any, directly attributable to any such permitted Disposition or Permitted Acquisition, as the case may be, in each case (i) calculated in accordance with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, for the period of four Fiscal Quarters ended on or immediately prior to the date of determination of any such ratios and (ii) giving effect to any such Permitted Acquisition or permitted Disposition as if it had occurred on the first day of such four Fiscal Quarter period.”

SECTION 2.4.                                                Amendment to Section 5.01 .

(a)                                   Section 5.01(c) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(c)  within 30 days after the end of each fiscal month of the Loan Parties (commencing with the fiscal month ended December 31, 2006), their consolidated and consolidating balance sheet and related statements of operations, and consolidated cash flows, in each case as of the end of and for such fiscal month and the then elapsed portion of the fiscal year, setting forth in each case (commencing with the fiscal month ended December 31, 2007), in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified in a certificate of the Administrative Borrower executed by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Loan Parties and their consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that the obligations set forth in this clause (c)  shall not apply to the extent that the Borrowers’ minimum Availability from the commencement of the month to which the required financial statements relate to the date by which such financial statements are due (after giving effect to the funding of all Revolving Loans and the issuance of all Letters of Credit to be funded or issued during such period) is equal to at least $48,750,000;

(b)                                  Section 5.01(l) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(l) within 30 days after the end of each May and November, an updated customer list for the Borrowers, which list shall state the customer’s name, mailing address and phone number and shall be certified as true and correct by an Authorized Officer of the Administrative Borrower;”

SECTION 2.5.                                                Amendment to Section 5.08 .  Section 5.08 of the Existing Credit Agreement is hereby amended so that the revised Section 5.08 shall read as follows:

“SECTION 5.08 Use of Proceeds and Letters of Credit . The proceeds of the Loans will be used (i) to consummate a portion of the Transaction in an amount not to exceed $71,800,000 (of which $1,800,000 will be used to cash collateralize letters of credit which shall be replaced with Letters of Credit within 10 Business Days of the Effective Date) and (ii) for working capital needs and general corporate purposes of the Borrowers (including Permitted Acquisitions, Investments and loans permitted under Section 6.04, and to repay in whole or in part the First Lien Term Loan Credit Agreement and the Second Lien Term Loan Credit Agreement and to extinguish in whole or in part hedging obligations in respect thereof in connection with the Notes Offering). No part of the proceeds of any Loan will be used, whether directly or indirectly, (i) for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X or (ii) to make any Acquisition other than a Permitted Acquisition. Letters of Credit will be issued only to support the working capital needs and other general corporate purposes of the Borrowers.”

SECTION 2.6.                                                Amendment to Section 6.01 .  Section 6.01 of the Existing Credit Agreement is hereby amended by replacing the period (“.”) at the end of the paragraph (t) thereof with a semi-colon (“; and”) and adding a paragraph (u) as follows:

“(u) Indebtedness consisting of (i) a one-time offering of senior unsecured notes or senior subordinated notes (and guarantees thereof), the net proceeds of which are applied (A) to prepay in whole or in part the First Lien Term Loan Credit Agreement and the Second Lien Term Loan Credit Agreement, (B)  to extinguish in whole or in part hedging obligations in respect of the First Lien Term Loan Credit Agreement and the Second Lien Term Loan Credit Agreement and (C) for any other purpose not prohibited by this Agreement, in each case, as part of a refinancing transaction in which all amounts outstanding under the First Lien Term Loan Credit Agreement and the Second Lien Term Loan Credit Agreement are paid in full and the facilities are terminated or (ii) notes in the same principal amount issued in exchange for such notes in a transaction registered under the U.S. Securities Act of 1933, as amended.”

SECTION 2.7.                                                Amendment to Section 6.04 .

(a)                                   Section 6.04(i) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(i)  Investments incurred in order to consummate Permitted Acquisitions, provided that (i) the consideration for (x) all such Permitted Acquisitions, in the aggregate, does not exceed $250,000,000 and (y) all such Permitted Acquisitions which are Eligible Purchases, in the aggregate, does not exceed $150,000,000, in each case

since the Effective Date, provided further that such $250,000,000 and $150,000,000 limits shall be increased on a dollar for dollar basis by the cash proceeds of any issuance of Sponsor Subordinated Debt or equity contribution (other than equity contributions made for purposes of allowing additional Investments pursuant to Sections 6.04(m)  and (q) , to fund repurchases or redemptions permitted by Section 6.06 , or for purposes of satisfying the covenants contained in Section 6.11 ), (ii) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (iii) after giving effect to such Permitted Acquisition, the Borrowers shall have a minimum pro forma Availability as of the date of consummation of such Permitted Acquisition (after giving effect to the funding of all Revolving Loans and the issuance of all Letters of Credit to be funded or issued as of such date and the inclusion in the Borrowing Base of acquired Accounts and Inventory for which field examinations and appraisals have been completed and that would be Eligible Accounts and Eligible Inventory upon acquisition thereof by the applicable Borrowers) of not less than $48,750,000, (iv) the Loan Parties shall have obtained the prior, effective written consent or approval to such Permitted Acquisition of the board of directors or equivalent governing body of the Person being acquired or whose assets are being acquired, (v) such Permitted Acquisition consists exclusively of (A) assets or businesses located only in the United States or Canada, (B) a Person organized under the laws of the United States or any state thereof or Canada or any province thereof, so long as such Person becomes a Loan Party, or (C) assets or businesses located in, or Persons organized under the laws of, other jurisdictions, in an aggregate amount, when aggregated with Investments made pursuant to Section 6.04(m) , do not exceed $150,000,000 at any time outstanding, which foreign Investments shall be Controlled at all times by the Borrowers unless the Person holding such acquired assets, or the acquired Person, is an Excluded Joint Venture, provided further that such $150,000,000 limit shall be increased on a dollar for dollar basis by the cash proceeds of any equity contribution or proceeds from the issuance of Sponsor Subordinated Debt, other than equity contributions or issuances of Indebtedness made for purposes of allowing additional Investments or Acquisitions pursuant to Section 6.04(i)  or 6.04(m) , to fund repurchases or redemptions permitted by Section 6.06 , or for purposes of satisfying the covenants contained in Section 6.11(a)  or (c) , (vi) all material governmental and material third-party approvals necessary in connection with such Permitted Acquisition shall have been obtained and be in full force and effect, (vii) if acquiring a Person, such Person becomes (A) a wholly-owned subsidiary of a Borrower or (B) an Excluded Joint Venture, and (viii) on or before the date of consummation of such Permitted Acquisition, the Administrative Agent shall have received (A) all documents required by the provisions of Section 5.11 with respect to any Person purchased or formed in such Permitted Acquisition and (B) if the amount of such Permitted Acquisition exceeds $10,000,000, a certificate of the Administrative Borrower executed by its chief financial officer or chief executive officer certifying to the Administrative Agent and the Lenders as to the matters set forth in the foregoing clauses (i) through (viii);”

(b)                                  Section 6.04(r) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(r)                               [INTENTIONALLY OMITTED]”

SECTION 2.8.                                                Amendment to Section 6.06 .  Section 6.06 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

“SECTION 6.06.  Restricted Payments .  The Borrowers will not, and will not permit any of their respective subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, except:

(a) the Borrowers may make Restricted Payments with respect to its Equity Interests payable solely in additional shares of its common stock;

(b) any subsidiary of Parent may declare and pay dividends ratably with respect to their Equity Interests;

(c) after an Initial Public Offering (including an offering that would be an Initial Public Offering except that the amount of proceeds received with respect thereto is less than $50,000,000) of a Borrower, such Borrower may declare and pay dividends for the purchase of fractional shares arising out of stock dividends, splits or combinations;

(d) commencing with the Fiscal Quarter ending March 31, 2010, Parent may declare and pay cash dividends to holders of its common stock, so long as (i) the Leverage Ratio of the Borrowers and their subsidiaries, determined as of the end of the immediately preceding Fiscal Quarter for the then most-recently ended four Fiscal Quarters, is equal to or less than 2.00 to 1.00 and (ii) the Borrowers shall have a minimum pro forma Availability as of the date of such dividend (after giving effect to such cash dividend payment, the funding of all Revolving Loans and the issuance of all Letters of Credit to be funded or issued as of such date) of not less than $48,750,000; provided that, the aggregate amount of Restricted Payments under this clause (d)  shall not exceed 50% of Net Income of Parent and its subsidiaries during the period (taken as one accounting period) from October 1, 2009 to the end of Parent’s most recently ended Fiscal Quarter as of the date of such Restricted Payment;

(e) the Loan Parties may make Restricted Payments for th