AMENDMENT NO. 1 AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.50

AMENDMENT NO. 1 AND LIMITED WAIVER

TO

AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 1 AND LIMITED WAIVER dated as of August 3, 2009 (this “ Amendment ”), to the Amended and Restated Credit Agreement dated as of May 30, 2008 (the “ Credit Agreement ”), among HEARTLAND PAYMENT SYSTEMS, INC., a Delaware corporation (the “ Borrower ”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swingline Lender and Issuing Bank (as such capitalized terms are defined in the Credit Agreement).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders, the Administrative Agent, the Swingline Lender and the Issuing Bank amend and waive certain provisions of the Credit Agreement, and such parties are willing to so amend and waive such provisions on the terms and conditions set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Defined Terms . Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

SECTION 2. Amendments to Article I . Article I of the Credit Agreement is hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by deleting the following definitions therefrom in their entirety: “ Assessment Rate ”, “ Base CD Rate ” and “ Three Month Secondary CD Rate ”.

(b) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definitions therein in the proper alphabetical order:

“ Amendment No. 1 ” shall mean Amendment No. 1 and Limited Waiver dated as of August 3, 2009, among the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Swingline Lender and Issuing Bank.

“ Amendment No. 1 Effective Date ” shall mean the date on which the conditions specified in Section 12 of Amendment No. 1 are satisfied.

“ Collateral ” means any and all property of the Loan Parties, now existing or hereafter acquired, that may at any time become subject to a Lien in favor of the Administrative Agent, on behalf of the Secured Parties, to secure any Obligations.

“ Collateral Documents ” means, collectively, the Security Agreement, the Service Center Mortgage and any other security agreement, pledge agreement, charge, mortgage, deed of trust, instrument or other document granting a Lien upon any Collateral as security for payment of the Obligations.

“ Data Security Breach of 2008 ” means the security breach within the Borrower’s processing system as described in the Borrower’s Form 8-K and related attachments filed with the Securities and Exchange Commission on January 20, 2009.

“ Defaulting Lender ” means any Lender, as determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder, (b) notified the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under 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 or any other Lender any other amount required to be paid by it hereunder 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.

“ Domestic Subsidiary ” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“ First-Tier Foreign Subsidiary ” means any Foreign Subsidiary the Equity Interests in which are owned directly by (a) the Borrower, (b) a Domestic Subsidiary that is not a direct or indirect Subsidiary of a Foreign Subsidiary or (c) any combination of the foregoing.

“ Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.

“ Loan Parties ” means, collectively, the Borrower and the Guarantors.

“ Secured Parties ” means the holders from time to time of the Obligations.

“ Security Agreement ” means that certain Pledge and Security Agreement dated as of August 3, 2009, among the Loan Parties and the Administrative Agent, for the benefit of the Secured Parties.

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“ Service Center Mortgage ” means a mortgage, deed of trust or similar instrument executed by the Borrower in favor of the Administrative Agent, for the benefit of the Secured Parties, encumbering the Service Center.

(c) The following definitions in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus  ¹ / 2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

“ Applicable Margin ” means (a) with respect to the Term Loan, (i) for Eurodollar Loans, 3.00% and (ii) for ABR Loans, 2.00% and (b) with respect to a Revolving Loan, the percentage per annum set forth in the following table, based on the Total Leverage Ratio then in effect for the Borrower (it being agreed and understood that on the Amendment No. 1 Effective Date the Applicable Margin for Revolving Loans is 1.75% for ABR Loans and 2.75% for Eurodollar Loans).

The Applicable Margin for Revolving Loans shall be determined in accordance with the foregoing table based on the Borrower’s most recent annual or quarterly financial statements delivered pursuant to this Agreement (the “ Financials ”). Adjustments, if any, to the Applicable Margin for Revolving Loans shall be effective on the date that the Administrative Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Administrative Agent at the time required pursuant to this Agreement, then the Applicable Margin for Revolving Loans shall be the highest Applicable Margin set forth in the foregoing table until the date that such Financials are so delivered.

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“ EBITDA ” means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense for such period, (ii) expense for Taxes for such period net of tax refunds, (iii) all FAS 123R expenses for such period, (iv) all amounts attributable to depreciation and amortization expense of the Borrower and the Subsidiaries for such period, (v) charges related to the Data Security Breach of 2008 in an aggregate amount during the term of this Agreement not to exceed $200,000,000 and (vi) any extraordinary losses not related to the Data Security Breach of 2008, minus (b) without duplication and to the extent included in Net Income, any extraordinary gains, all calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

“ Event of Default ” has the meaning assigned to such term in Section 7.01 .

“ Facility Fee Rate ” means 0.50% per annum.

“ Guarantors ” shall mean The Heartland Payroll Company, L.L.C., an Ohio limited liability company, Debitek, Inc., a Delaware corporation, Heartland Acquisition, LLC, a Delaware limited liability company, and any other direct or indirect present or future Domestic Subsidiary of the Borrower. “ Guarantor ” shall mean any of the Guarantors.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“ Loan Documents ” means this Agreement, Amendment No. 1, the Guaranties, the Collateral Documents, the Promissory Notes, the Letters of Credit, any Letter of Credit applications and any other document executed in connection herewith now or hereafter, as any of the foregoing may hereafter be amended, supplemented, modified, renewed, or extended.

“ Material Adverse Effect ” means a material adverse effect on (i) the business, assets, property or condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a whole, (ii) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder or (iii) the Collateral, or the Administrative Agent’s Liens on the Collateral or the priority of such Liens. Notwithstanding anything to the contrary set forth herein, in no event shall the Data Security Breach of 2008, or any event or events leading thereto, resulting therefrom or proximately caused thereby, be deemed to constitute a Material Adverse Effect.

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“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Subordinated Indebtedness ” of a Person means any Indebtedness of such Person that matures no earlier than March 31, 2013, the payment of which is subordinated to the Obligations to the written satisfaction of the Administrative Agent.

“ Transactions ” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Loans, the use of the proceeds thereof, the issuance of Letters of Credit hereunder and the granting of Liens pursuant to the Collateral Documents.

(d) Clause (e) of the definition of Permitted Encumbrances in Section 1.01 of the Credit Agreement is hereby amended to replace the reference therein to the term “ Article VII ” with a reference to “ Section 7.01 ”.

(e) Section 1.04 of the Credit Agreement is hereby amended by (i) inserting the parenthetical “(including Capital Lease Obligations)” immediately following the phrase “all terms of an accounting or financial nature” and (ii) adding the following proviso at the end of such Section 1.04 :

“; provided , further , that if for purposes of determining the outstanding amount of any Indebtedness (including, for the avoidance of doubt, any determination of Funded Debt), (x) any election by the Borrower to measure an item of Indebtedness using fair value (as permitted by SFAS 159 issued by the Financial Accounting Standards Board in February 2007, or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made and (y) any original issue discount with respect to such Indebtedness shall not be deducted in determining the outstanding amount of such Indebtedness”.

SECTION 3. Amendments to Article II . Article II of the Credit Agreement is hereby amended as follows:

(a) Section 2.05(j) of the Credit Agreement is hereby amended to replace the reference therein to the term “ Article VII ” with a reference to “ Section 7.01 ”.

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(b) Sections 2.11(a) and 2.11(b) of the Credit Agreement are amended to replace each reference therein to the term “ Article VII ” with a reference to “ Section 7.01 ”.

(c) Section 2.16 of the Credit Agreement erroneously includes two clauses numbered “(d)”; the second clause “(d)” of Section 2.16 of the Credit Agreement is hereby re-numbered as clause “(e)” and the existing clause “(e)” of Section 2.16 of the Credit Agreement is hereby re-numbered as clause “(f)”.

(d) Article II of the Credit Agreement is hereby amended to add the following Section 2.19 thereto:

“SECTION 2.19. Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Revolving Credit Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Credit Lender is a Defaulting Lender:

(a) if any Swingline Exposure or LC Exposure of a Defaulting Lender exists, until the time when the Revolving Credit Lender is no longer a Defaulting Lender, the Borrower shall, within one Business Day following notice by the Administrative Agent, (i) prepay such Swingline Exposure or, if agreed by the Swingline Lender, cash collateralize the Swingline Exposure of such Defaulting Lender on terms satisfactory to the Swingline Lender and (ii) cash collateralize such Defaulting Lender’s LC Exposure in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding;

(b) the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit unless it is satisfied that cash collateral will be provided by the Borrower in accordance with Section 2.19(a) ;

(c) other than as expressly set forth in this Section 2.19 , the rights and obligations of a Defaulting Lender (including the obligation to indemnify the Administrative Agent) and the other parties hereto shall remain unchanged. Nothing in this Section 2.19 shall be deemed to release any Defaulting Lender from its obligations under this Agreement and the Loan Documents, shall alter such obligations, shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder; and

(d) In the event a Defaulting Lender retroactively cures to the satisfaction of the Administrative Agent the breach which caused a Lender to become a Defaulting Lender, such Defaulting Lender shall no longer be a Defaulting Lender and shall be treated as a Lender under this Agreement.”

SECTION 4. Amendments to Article III . Article III of the Credit Agreement is hereby amended as follows:

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(a) Section 3.02 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“SECTION 3.02. Authorization; Enforceability .

(a) The Transactions are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement and each other Loan Document to which the Borrower is a signatory has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) Each of the Guaranties and other Loan Documents to which a Guarantor is a signatory is within the corporate or other similar organizational powers of the Guarantor that is a signatory thereto and has been duly authorized by all necessary corporate or other similar organizational powers and, if required, stockholder or other similar action. Each of the Guaranties and other Loan Documents to which a Guarantor is a signatory has been duly executed and delivered by the Guarantor that is a signatory thereto and constitutes a legal, valid and binding obligation of such Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.”

(b) Section 3.03 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“SECTION 3.03. Governmental Approvals; No Conflicts . The Transactions, the Guaranties and the other Loan Documents (a) do not require any consent or approval of, registration or filing (other than financing statements) with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for other obligations to be completed pursuant to Section 5.11 hereof, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries (except for payments made pursuant to and in connection with this Agreement, the Guaranties, and the other Loan Documents), and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except for the Liens created by the Collateral Documents.”

(c) Article III of the Credit Agreement is hereby amended to add the following Section 3.12 thereto:

“SECTION 3.12. Collateral . The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 6.02 ) on all right, title and interest of the respective Loan Parties in the Collateral described therein.”

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SECTION 5. Amendments to Article V . Article V of the Credit Agreement is hereby amended as follows:

(a) Section 5.05 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“SECTION 5.05. Maintenance of Properties; Insurance . The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, and providing (i) for payment of losses to the Administrative Agent as its interests may appear, (ii) that such policies may not be canceled or reduced or affected in any material adverse manner for any reason without 30 days prior notice to the Administrative Agent, and (iii) that the Lenders and the Administrative Agent are additional insureds thereunder.”

(b) Article V of the Credit Agreement is hereby amended to add the following Sections 5.10 and 5.11 thereto:

“SECTION 5.10. Additional Collateral; Further Assurances .

(a) Upon the formation or acquisition of any Domestic Subsidiary of the Borrower (other than a Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary), the Borrower shall, within 15 days after such formation or acquisition (or such later date as the Administrative Agent may agree in its sole discretion):

(i) cause such Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty, whereby such Domestic Subsidiary shall guarantee the obligations of the Loan Parties under the Loan Documents;

(ii) (A) cause such Domestic Subsidiary to become a grantor under the Security Agreement by executing and delivering to the Administrative Agent a supplement to the Security Agreement in the form specified therein, whereby such Domestic Subsidiary shall grant a security interest to the Administrative Agent in all of its assets constituting Collateral under the Security Agreement to secure the Obligations, and (B) take whatever action (including delivering properly completed Uniform Commercial Code financing statements) that may be necessary or advisable in the reasonable opinion of the

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Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority (subject to Liens permitted by Section 6.02 ) perfected security interest in the assets of such Domestic Subsidiary purported to be subject to the Security Agreement;

(iii) (A) cause all of the Equity Interests owned by the Borrower and its Subsidiaries in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Obligations by causing the direct owners of such Equity Interests to execute and deliver to the Administrative Agent a supplement to the Security Agreement, (B) deliver or cause to be delivered to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Equity Interests of such Domestic Subsidiary are certificated) and other documents required by the Security Agreement with respect to such Equity Interests and (C) take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Equity Interests; and

(iv) deliver to the Administrative Agent documents of the types referred to in Section 12(i) of Amendment No. 1 with respect to such Domestic Subsidiary and, if requested by the Administrative Agent, favorable opinions of counsel (which shall cover, among other things, the legality, validity, binding effect, enforceability, creation and perfection of the documentation referred to in subclauses (i), (ii) and (iii) above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

(b) Upon the formation or acquisition of any First-Tier Foreign Subsidiary of the Borrower, the Borrower shall, within 30 days after such formation or acquisition (or such later date as the Administrative Agent may agree in its sole discretion):

(i) (A) cause 65% of the Equity Interests owned by the Borrower and its Subsidiaries in such First-Tier Foreign Subsidiary to be pledged to the Administrative Agent to secure the Obligations by causing the direct owners of such Equity Interests to execute and deliver to the Administrative Agent a pledge agreement or similar agreement in form and substance reasonably satisfactory to the Administrative Agent, (B) deliver or cause to be delivered to the Administrative Agent certificates representing such Equity Interests and corresponding stock powers (to the extent the Equity Interests of such First-Tier Foreign Subsidiary are certificated) and other documents required by such agreement with respect to such Equity Interests and (C) take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Equity Interests; and

(ii) deliver to the Administrative Agent documents of the types referred to in Section 12(i) of Amendment No. 1 with respect to such First-Tier Foreign Subsidiary and, if requested by the Administrative Agent, favorable opinions of counsel (which shall cover, among other things, the legality, validity,

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binding effect, enforceability, creation and perfection of the documentation referred to in subclause (i) above), all in form, content and scope reasonably satisfactory to the Administrative Agent.

(c) Without limiting the foregoing, the Borrower will, and will cause each of its Subsidiaries to, promptly execute and deliver, or cause to be executed and delivered (but in any event within thirty days after request therefor, or such later date as the Administrative Agent may agree in its sole discretion), to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings and other documents and such other actions or deliveries of the type required by Section 12 of Amendment No. 1 and the Security Agreement, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties, it being the intent of the parties hereto for the Administrative Agent, for the benefit of the Secured Parties, to at all times on and after the Amendment No. 1 Effective Date have a first priority (subject to Liens permitted by Section 6.02 ) perfected Lien on all of the personal property and material real property (excluding (i) 35% of the Capital Stock owned by the Borrower and its Subsidiaries in any First-Tier Foreign Subsidiary, (ii) deposit accounts used solely for Payroll Deposits, remote deposit capture processing accounts and card processing accounts, (iii) the items specifically excluded from the definition of Collateral in the Security Agreement, and (vi) other items approved by the Administrative Agent in its sole discretion) of the Borrower and its Domestic Subsidiaries.

(d) With respect to any fee interest in any real property with a reasonably estimated fair market value of $5,000,000 or more, owned or acquired by the Borrower or any other Loan Party, the Borrower or the applicable Loan Party shall promptly (and, in any event, within thirty days following the date of the Amendment No. 1 Effective Date or such acquisition, as applicable) (i) execute and deliver a first priority mortgage, deed of trust or other similar document (subject only to Liens permitted by Section 6.02 of this Agreement) in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Collateral Documents, (ii) if requested by the Administrative Agent, provide the Secured Parties with title insurance in an amount at least equal to the purchase price of such Real Property (or such other amount as the Administrative Agent shall reasonably specify), and if applicable, flood insurance and lease estoppel certificates, all in form and substance reasonably satisfactory to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent a survey of such real property, which shall be in form and substance satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (v) if requested by the Administrative Agent, use commercially reasonable efforts to obtain collateral access and Lien subordination agreements for each location (other than a location that is owned by the Borrower or another Loan Party) where any

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Collateral with an aggregate fair market value in excess of $250,000 is maintained, such agreements to be in form and substance reasonably satisfactory to the Administrative Agent, executed by the owner of each such location. Notwithstanding the foregoing, the parties hereto acknowledge and agree that items (ii) and (iii) shall not initially be required with respect to the Service Center Mortgage, but the Administrative Agent retains the right to request such items in the future, and the Borrower shall promptly (but in any event within sixty days after request therefor) comply with any such request.

SECTION 5.11. Amendment No. 1 Post Closing Obligations . The Borrower will (a) execute and deliver, or cause to be executed and delivered, the documents and (b) complete, or cause to be completed, the tasks set forth on Schedule 5.11 attached to Amendment No. 1, in each case within the time limits specified on such schedule. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the deadlines for the delivery of documents and completion of tasks set forth on Schedule 5.11 shall preempt any contradictory deadlines for the delivery or completion of such tasks set forth herein or in any other Loan Document.”

SECTION 6. Amendments to Article VI . Article VI of the Credit Agreement is hereby amended as follows:

(a) Clause (c) of Section 6.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(c) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any other Subsidiary, provided that any loan or advance related to such Indebtedness is permitted by Section 6.04 ;”

(b) Schedule 6.02 attached to the Credit Agreement is hereby replaced in its entirety with Schedule 6.02 attached to Amendment No. 1.

(c) Subclause (ii) in clause (a) of Section 6.03 of the Credit Agree