CONSENT AND AMENDMENT NO. 2

section 1. AmendmentS to CREDIT AGREEMENT.  Subject to the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2 hereof, the Credit Agreement is hereby amended as follows:

1.1 Section 1.01 of the Credit Agreement is hereby amended to insert the following definitions therein in the proper alphabetical location:

Fiscal Quarter Ending

Percentage

June 30, 2016 and September 30, 2016

80%

December 31, 2016 and March 31, 2017

50%

June 30, 2017 through March 31, 2018

80%

1.2 The definition of “Amendment Fees and Expenses” set forth in Section 1.01 of the Credit Agreement is hereby amended to (a) delete the word “and” appearing at the end of clause (i) thereof and insert therefor a comma (“,”) and (b) insert at the end thereof the following phrase: “, (iii) fees, costs and expenses paid in cash during the fiscal year ended December 31, 2016 in connection with the Second Amendment and the Convertible Notes in an aggregate amount not to exceed $7,500,000, with such amount increased by (A) gross proceeds actually received from the Convertible Note offering greater than $150,000,000 multiplied by (B) 3.0%, with the aggregate amount under this clause (iii) not to exceed $9,000,000 (as such amounts may be amortized during subsequent periods in accordance with GAAP) and (iv) fees paid to the Lenders on the Second Amendment Date in an aggregate amount not to exceed $1,900,000.”

1.3 The definition of “Equity Interests” set forth in Section 1.01 of the Credit Agreement is hereby amended to insert at the end thereof the following phrase: “; provided, that the Convertible Notes shall not constitute Equity Interests of the Borrower hereunder”.

1.4 The definition of “Excluded Property” set forth in Section 1.01 of the Credit Agreement is hereby amended to (i) delete the word “and” appearing prior to clause (e) thereof and (ii) insert at the end thereof the following phrase: “; and (f) the Equity Interests of CIS”.

1.5 The definition of “Swap Contract” set forth in Section 1.01 of the Credit Agreement is hereby amended to insert at the end thereof the following phrase: “; provided, that the Convertible Notes Indenture shall not constitute a Swap Contract”.

1.6 Section 2.05(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows:

1.7 Section 5.03 of the Credit Agreement is hereby amended to insert immediately after the phrase “any holder of any Senior Notes or any party to the Indenture,” the following phrase: “any holder of any Convertible Notes or any party to the Convertible Notes Indenture,”.

1.8 Section 7.03(p) of the Credit Agreement is hereby amended and restated in its entirety as follows:

1.9 Section 7.11(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Fiscal Quarter Ending

Maximum Consolidated Leverage Ratio

June 30, 2016

4.25 to 1.00

September 30, 2016

4.25 to 1.00

December 31, 2016 and March 31, 2017

3.25 to 1.00

June 30, 2017 through March 31, 2018

3.00 to 1.00

1.10 Section 7.11(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

1.11 Section 7.12 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

1.12 Section 8.01(e) of the Credit Agreement is hereby amended to add the following sentence at the end thereof: “Notwithstanding anything to the contrary in the foregoing, any event or circumstance (including, without limitation, the passage of time) that results in the Convertible Notes becoming convertible to Equity Interests of the Borrower pursuant to the terms of the Convertible Notes Indenture shall not constitute a default under this Section 8.01(e).”.

1.13 The First Amendment is hereby amended to delete Section 2.37 thereof in its entirety and, from and after the date hereof, Loans may be requested as, converted to or continued as Eurodollar Rate Loans as otherwise set forth in the Credit Agreement.

section 2. SECURITY AGREEMENT AMENDMENT.  Subject to the satisfaction of the conditions precedent set forth in Sections 5.1 hereof, paragraph (e) of Section 1 of the Security Agreement is hereby amended to delete therefrom the phrase “other than equity interests held by Pledgor in any Subsidiary or Joint Venture of Pledgor”.

section 3. CONSENT TO BUSINESS UNIT SALE.  (a)  Subject to the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2 hereof, the Administrative Agent and the Lenders hereby consent to consummation of the Business Unit Sale; provided, that:

(i)

The sale agreement evidencing the Business Unit Sale (the “Business Unit Sale Agreement”) shall be in form and substance reasonably acceptable to the Administrative Agent, and such sale agreement shall not be amended or modified without the prior written consent of the Administrative Agent;

(ii)

The Business Unit Sale Agreement shall require that the contract for construction of that certain business project described more fully in information provided to the Administrative Agent and the Lenders (or all of the Consolidated EBITDA attributable thereto) shall be transferred to or payable to the Borrower (or a Guarantor not subject to the Business Unit Sale) concurrently with the consummation of the Business Unit Sale in a manner reasonably satisfactory to the Administrative Agent;

(iii)

(A) The Net Cash Proceeds received by the Borrower upon closing of the Business Unit Sale shall not be less than $50,000,000 and (B) the aggregate cash purchase price payable to the Borrower in respect of the Business Unit Sale on the date of or within two years of the closing thereof shall not be less than $100,000,000;

(iv)

All Net Cash Proceeds of the Business Unit Sale shall be promptly applied to repayment of the Revolving Credit Loans (without any reduction in Revolving Credit Commitments);

(v)

If the Business Unit Sale shall be consummated, the Borrower shall make a prepayment of the Term Loans (in addition to amounts owing on such dates pursuant to Section 2.07(a) of the Credit Agreement) equal to $10,000,000 on the last Business Day of each of September 2016 and December 2016;

(vi)

The Business Unit shall conduct its business substantially in accordance with past practice after the date hereof until the closing of the Business Unit Sale, including with respect to intercompany transactions with the Borrower and its Subsidiaries;

(vii)

All Letters of Credit outstanding in connection with the Business Unit and its operations shall be terminated, replaced or Cash Collateralized, and (at the option of such Lender) all deposit accounts maintained by the Business Unit at each Lender shall be closed, upon closing of the Business Unit Sale in a manner reasonably satisfactory to the Administrative Agent;

(viii)

The Business Unit Sale shall be consummated on or prior to September 1, 2016; and

(ix)

No Default or Event of Default shall have occurred and be continuing on the date of consummation of the Business Unit Sale or shall result therefrom.

section 4. CONSENT TO CONVERTIBLE NOTE ISSUANCE.  Subject to the satisfaction of the conditions precedent set forth in Section 5.1 hereof, the Administrative Agent and the Lenders hereby consent to the issuance of the Convertible Notes (as defined in the Credit Agreement as amended pursuant to Section 1 hereof); provided, that:

(i)

The initial outstanding principal balance of the Convertible Notes shall not be less than $100,000,000 and no greater than $200,000,000;

(ii)

The Convertible Notes Indenture shall be consistent with the related Description of Notes provided to the Administrative Agent prior to the Effective Date and otherwise in form and substance reasonably acceptable to the Administrative Agent;

(iii)

Substantially concurrently with any issuance of the Convertible Notes (A) the Borrower shall apply a portion of the net cash proceeds of such issuance equal to (x) $75,000,000 plus (y) an amount equal to 100% of the gross proceeds received from such issuance in excess of $150,000,000 to a prepayment of the Term Loans (to be applied to the remaining principal amortization payments in inverse order of maturity) and (B) the Borrower shall apply the remaining net cash proceeds of the Convertible Notes to a repayment of the Revolving Loans (but not any reduction of the Revolving Credit Commitments with respect thereto);

(iv)

The issuance of the Convertible Notes shall occur on or prior to July 15, 2016; and

(v)

No Default or Event of Default shall have occurred and be continuing on the date of issuance of the Convertible Notes or shall result therefrom.

section 5. CONDITIONS PRECEDENT. 

5.1 Effective Date.  This Amendment shall become effective as of the date hereof (the “Effective Date”) upon:

5.2 Effectiveness of Sections 1 and 3.  Sections 1 and 3 hereof shall become effective upon (i) satisfaction of each of the conditions precedent set forth in Section 5.1 hereof and (ii) issuance of the Convertible Notes by the Borrower in accordance with Section 4 hereof; provided,  however, that unless the Convertible Notes are issued on or before June 30, 2016, the maximum Consolidated Leverage Ratio pursuant to Section 7.11(a) of the Credit Agreement applicable to the fiscal quarter of the Borrower ending June 30, 2016 shall not be amended by this Amendment and shall remain at 4.00 to 1.00.

section 6. REPRESENTATION AND WARRANTIES; COVENANTS.

6.1 Enforceability.  Each Loan Party hereby represents and warrants that each of this Amendment and the Credit Agreement and the Security Agreement as amended hereby is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

6.2 Authorization; No Conflicts.  Each Loan Party hereby represents and warrants that its execution and delivery of this Amendment and performance of this Amendment and the Credit Agreement and the Security Agreement as amended hereby (i) have been duly authorized by all necessary corporate or other organizational action on the part of such Loan Party and are within such Loan Party’s power and authority, (ii) do not (A) contravene the terms of such Loan Party’s Organization Documents, (B) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan

Party or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (c) violate any Law.

6.3 No Default; Representations and Warranties in Loan Documents.  Each Loan Party hereby represents and warrants that, after giving effect to Sections 1,  2 and 3 hereof, (i) no Default has occurred and is continuing and (ii) all of the representations and warranties of such Loan Party contained in each Loan Document to which it is a party are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 6.3, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.  The financial forecast of the Borrower and its Subsidiaries delivered to the Administrative Agent in connection with this Amendment were prepared in good faith based on assumptions believed to be reasonable at the time. 

section 7. RATIFICATION AND RELEASE.

7.1 Ratification.  Each Loan Party hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each grant of security interests and liens in favor of the Administrative Agent, the L/C Issuer or the Lenders, as the case may be, under each Loan Document to which it is a party, (b) agrees and acknowledges that the liens in favor of the Administrative Agent, the L/C Issuer or the Lenders under each Loan Document to which it is a party constitute valid, binding, enforceable and perfected first priority liens and security interests and are not subject to avoidance, disallowance or subordination pursuant to any requirement of Law, (c) agrees and acknowledges the Obligations constitute legal, valid and binding obligations of the Loan Parties and that (x) no offsets, defenses or counterclaims to the Obligations or any other causes of action with respect to the Obligations or the Loan Documents exist and (y) no portion of the Obligations is subject to avoidance, disallowance, reduction or subordination pursuant to any requirement of Law, (d) acknowledges and agrees that as of June 8, 2016, (i) the Outstanding Amount of the Revolving Credit Loans was $239,000,000, (ii) the Outstanding Amount of the Swing Line Loans was $0, (iii) the Outstanding Amount of the L/C Obligations was $150,000 and (iv) the Outstanding Amount of the Term Loans was $218,125,000, (e) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Loan Documents, and (f) agrees that neither such ratification and reaffirmation, nor the Administrative Agent’s, the L/C Issuer’s nor any Lender’s solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from each party to the Credit Agreement with respect to any subsequent modifications, consent or waiver with respect to the Credit Agreement or other Loan Documents.  This Amendment shall constitute a “Loan Document” for purposes of the Credit Agreement.

7.2 Release; Covenant Not to ▇▇▇; Acknowledgement.  (a)  Each Loan Party hereby absolutely and unconditionally releases and forever discharges the Administrative Agent, the L/C Issuer, the Swing Line Lender, each Lender and each of their respective Related Parties (each a “Released Party”) from any and all claims, demands or causes of action of any kind, nature or

description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which any Loan Party has had, now has or has made claim to have against any such Person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the Effective Date arising out of or in connection with the Obligations, the Credit Agreement, this Amendment or any other Loan Document and/or the transactions contemplated hereby or thereby, whether such claims, demands and causes of action are matured or unmatured or known or unknown.  It is the intention of each Loan Party in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified.  Each Loan Party acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts.  Each Loan Party understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

section 8. MISCELLANEOUS.

8.1 Effect.  

(a) Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Credit Agreement as modified hereby and each reference in the other Loan Documents to the Credit Agreement, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Credit Agreement as modified hereby. 

(b) Upon the effectiveness of this Amendment, each reference in the Security Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Security Agreement as modified hereby and each reference in the other Loan Documents to the Security Agreement, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Security Agreement as modified hereby. 

(c) Except as specifically set forth in this Amendment, the execution, delivery and effectiveness of this Amendment shall not (i) limit, impair, constitute an amendment, forbearance or waiver by, or otherwise affect any right, power or remedy of, the Administrative Agent, the L/C Issuer or any Lender under the Credit Agreement, the Security Agreement or any other Loan Document or waive, affect or diminish any right of the Administrative Agent, the L/C Issuer or any Lender to demand strict compliance and performance therewith, (ii) constitute a waiver of, or forbearance with respect to, any Default, whether known or unknown or (iii) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Security Agreement or in any of the other Loan Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

8.2 Severability.  If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

8.3 Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same

instrument.  This Amendment may also be executed by facsimile or electronic transmission and each facsimile or electronic transmission signature hereto shall be deemed for all purposes to be an original signatory page.

8.4 GOVERNING LAW.  THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS.

8.5 Section Titles.  The Section titles contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

8.6 Reimbursement of Administrative Agent’s Expenses.   Without limiting any of the Borrower’s obligations under Section 11.04(a) of the Credit Agreement, the Borrower shall reimburse the Administrative Agent for all out-of-pocket costs and expenses incurred by it or any of its Related Parties in connection with the preparation, negotiation and execution of this Amendment or any document, instrument, agreement delivered pursuant to this Amendment and all other costs and expenses of the Administrative Agent described in Section 11.04(a) of the Credit Agreement. 

8.7 Entire Agreement.  This Amendment contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings or agreements.

BANK OF AMERICA, as Administrative Agent





By:



Name:



Title:

BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swing Line Lender





By:



Name:



Title:

[LENDER]

as a Lender





By:



Name:



Title: