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PREAMBLE

WHEREAS, pursuant to that certain Term Credit Agreement dated as of February 17, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and Liberty, as Administrative Agent and Collateral Agent, the Lenders have agreed to extend credit to the Borrower, subject to the terms and conditions set forth in the Credit Agreement;

WHEREAS, the parties hereto entered into that certain Purchase Money Loan Guarantee and Collateral Agreement dated as of February 17, 2009 (the “Existing Agreement”);

WHEREAS, the Borrower desires to draw the initial Purchase Money Loan pursuant to Section 2.01 of the Credit Agreement;

WHEREAS, the Borrower intends that the Purchase Money Loans be secured by the collateral set forth on Schedule II hereto;

WHEREAS, it is a condition precedent to the obligation of the Purchase Money Lenders to make Purchase Money Loans that the Borrower shall have delivered such documents and instruments as may be reasonably requested by the Collateral Agent to be delivered to create and perfect the Liens on the Collateral securing such Purchase Money Loans; and

WHEREAS, the Subsidiary Guarantors are Affiliates of the Borrower, will derive substantial benefits from the extension of Purchase Money Loans to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Purchase Money Lenders to extend such Purchase Money Loans;

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I