Guarantor not less than the greater of $20,000,000 or (ii) $2,000,000 plus the Tangible Net Worth of Guarantor required to be maintained pursuant to the terms of the loan documents between Borrower and IBM Belgium Financial Services B.V.B.A., Wells Fargo Bank, National Association or IBM Credit LLC, as from time to time amended, modified or restated.

     § 2.4 Negative Covenants. Section 7.12 of the Original Agreement is hereby amended in its entirety to read as follows:

     7.12 Capital Expenditures. Make capital expenditures in an aggregate amount greater than (i) $6,000,000 in Borrower’s fiscal year 2011, and (ii) $4,500,000 in each fiscal year thereafter, provided that in each case, the aggregate amount of such expenditures purchased with cash (and not financed) shall not exceed $1,500,000; provided further, that any capital expenditures made by Borrower exclusively from the proceeds of Permitted Distributions shall not be subject to the foregoing limitations. As used herein, the term “capital expenditures” does not include (i) any software that is internally developed by Borrower, whether or not Borrower capitalized the development costs, and (ii) any equipment ordered, but not yet accepted or paid for, by Borrower.

     § 2.5 Definitions. The definitions of “Credit Extension”, “Maximum Equipment Line Availability”, “Tranche A Availability End Date” and “Tranche B Availability End Date” in Exhibit A to the Original Agreement are hereby amended in their entirety to read as follows:

     “Credit Extension” means each Advance, the Equipment Advances, or any other extension of credit by Bank to or for the benefit of Borrower hereunder.

     “Maximum Equipment Line Availability” means $2,500,000.

     “Tranche A Availability End Date” means April 4, 2012.

     “Tranche B Availability End Date” means October 4, 2012.

     § 2.6 Exhibits. Exhibit E to the Original Agreement is hereby amended in its entirety to read as set forth in Exhibit E attached hereto.

ARTICLE III.
Conditions of Effectiveness

     § 3.1 Effective Date. This Amendment shall become effective as of the date first above written when and only when Bank shall have received, at Bank’s office, (a) a counterpart of this Amendment executed and delivered by Borrower and the attached Consent and Agreement executed and delivered by Guarantor, and (b) a facility fee for the Equipment Advances paid in good and immediately available funds in the amount of $12,500.00, which fee shall be fully earned on the date hereof.