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1.	Extends the maturity date for borrowings outstanding under the Credit Facility from December 31, 2015 to December 31, 2018;

2.	Provides that the Line of Credit is unsecured;

3.	Modifies the interest on the outstanding principal balance of the note as either (i) a fluctuating rate per annum determined by Wells Fargo to be the daily one month LIBOR rate in effect from time to time plus the applicable margin, or (ii) a fixed rate per annum determined by Wells Fargo to be the index above LIBOR in effect on the first day of the applicable Fixed Rate Term;

4.	Lowers the Unused Commitment Fee from 0.30% to 0.15%; and

5.

Establishes a requirement that the Company maintain a ratio of cash flow to fixed charges of not less than 1.5 to 1.0 measured at the end of each fiscal quarter on a rolling four-quarter basis, with "cash flow" defined as EBITDA plus rent and lease expense minus taxes, dividends, stock repurchases, and capital expenditures. Fixed charges is defined as the current portion of long-term debt plus current capitalized lease obligations, interest expense, and lease expense. EBITDA is defined as net income after taxes plus non-cash restructuring charges, interest expense, taxes, depreciation and amortization, and non-cash stock compensation charges; and

6.	In the event the Company's EBITDA, calculated on a rolling four-quarter basis, is less than or equal to $30,000,000 as of any fiscal quarter end date, the Company shall execute a Security Agreement substantially in the form of the Security Agreement dated as of May 29, 2012 between the Company and Wells Fargo.

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