AMENDMENT NO. 1

Exhibit 10.1

AMENDMENT NO. 1

THIS AMENDMENT NO. 1, dated as of May 1, 2009 (this “Amendment”), to that certain Credit Agreement referenced below is by and among XXX-XXXX CORPORATION, a Delaware corporation (the “Parent Borrower”), XXX-XXXX SERVICES, INC., a Delaware corporation (“MGS”), and INTIRION CORPORATION, a Delaware corporation (“Intirion”; together with the Parent Borrower and MGS, each a “Borrower” and collectively the “Borrowers”), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.  Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

W I T N E S S E T H

WHEREAS, a $130 million senior secured revolving credit facility has been established in favor of the Borrowers pursuant to the terms of that certain Senior Credit Agreement, dated as of April 1, 2008 (as amended, restated, supplemented and otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, the Lenders and Bank of America, N.A., as Administrative Agent and Collateral Agent;

WHEREAS, the Borrowers have requested certain modifications to the Credit Agreement; and

WHEREAS, the Lenders have agreed to the requested modifications on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.             Amendment to the Credit Agreement.  Section 7.08(a)(iii) of the Credit Agreement is amended to read as follows:

(iii) the Parent Borrower may make Restricted Payments, not exceeding $6,000,000 during any fiscal year, provided that the total of all Restricted Payments made since December 31, 2007 may not exceed the sum of (A) $6,000,000 plus (B) with respect to the period (treated as one accounting period) from December 31, 2007 to the end of the most recent fiscal quarter ending at least 45 days prior to the date of any such Restricted Payment, 50% of Consolidated Net Income in excess of $5,575,000 accrued during such period (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit)

2.             Conditions Precedent.  This Amendment shall be effective upon the Administrative Agent’s receipt of each of the following:

(a)           duly executed counterparts of this Amendment from the Borrowers, the Administrative Agent and the Required Lenders; and

(b)           a certificate of a secretary or assistant secretary of each Borrower certifying that the resolutions of the board of directors of such Borrower delivered at the closing of the Credit Agreement have not been rescinded or modified and remain in full force and effect on the date hereof, including an updated incumbency certificate with respect to each of the Borrowers.

3.             Miscellaneous.

3.1           Full Force and Effect.  Except as modified hereby, all of the terms and provisions of the Credit Agreement (including Schedules and Exhibits) remain in full force and effect.

3.2           Affirmations and Representations and Warranties of the Borrowers.  Each of the Borrowers hereby affirms, represents and warrants (a) the representations and warranties set forth in Article V of the Credit Agreement are true and correct as of the date hereof (except those which expressly relate to an earlier period) and (b) no Default or Event of Default exists as of the date hereof.

3.3           Affirmation of Liens.  Each of the Borrowers hereby affirms the liens and security interests created and granted in the Loan Documents and agrees that this Amendment is not intended to adversely affect or impair such liens and security interests in any manner.

3.4           Acknowledgment of Obligations.  Each of the Borrowers (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms such Borrower’s obligations under the Loan Documents and (c) agrees that this Amendment does not operate to reduce or discharge such Borrower’s obligations under the Loan Documents.

3.5           Fees and Expenses.  The Borrowers agree to pay all reasonable fees and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of Xxxxx & Xxx Xxxxx, PLLC, counsel to the Administrative Agent.

3.6           Counterparts; Delivery.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.  Delivery by any party hereto of an executed counterpart of this Amendment by facsimile shall be effective as such party’s original executed counterpart.

3.7           Amendment is a Loan Document.  Each of the parties hereto hereby agrees that this Amendment is a Loan Document.

3.8           Governing Law.  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Remainder of Page Intentionally Left Blank]

XXX-XXXX CORPORATION

AMENDMENT NO. 1

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

BORROWERS:	XXX-XXXX CORPORATION,
	a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Executive Vice President  & Chief Financial Officer
	XXX-XXXX SERVICES, INC.,
	a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Executive Vice President & Chief Financial Officer
	INTIRION CORPORATION,
	a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Executive Vice President & Chief Financial Officer
ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent and Collateral Agent
	By:	/s/ Xxxxxxxx Xxxxxx-Xxxxx
	Name:	Xxxxxxxx Xxxxxx-Xxxxx
	Title:	Assistant Vice President
LENDERS:	BANK OF AMERICA, N.A.,
	as L/C Issuer, Swingline Lender and as a Lender
	By:	/s/ Xxxxxxxxxxx X. Xxxxx
	Name:	Xxxxxxxxxxx X. Xxxxx
	Title:	Senior Vice President

XXX-XXXX CORPORATION

Amendment No. 1

	FIFTH THIRD BANK
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	V.P.
	KEYBANK NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxx
	Title:	Director
	XXXXX FARGO BANK N.A.
	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Vice President
	TD BANKNORTH, NA
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title:	Senior Vice President
	EASTERN BANK
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President
	SOVEREIGN BANK
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Senior Vice President
	ALLIED IRISH BANKS, p.l.c.
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	VP, Allied Irish Bank p.l.c.

XXX-XXXX CORPORATION

Amendment No. 1

	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	AVP, Allied Irish Bank p.l.c.
	AIB DEBT MANAGEMENT LIMITED
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	VP, Investment Advisor to AIB Debt
		Management, Limited
	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	AVP, Investment Advisor to AIB Debt
		Management, Limited
	RBS CITIZENS, N.A.
	By:	/s/ Xxxxxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxxxxx X. Xxxxxxx
	Title:	Senior Vice President
	BANK OF THE WEST
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President
	XXXXX BROTHERS XXXXXXXX & CO.
	By:	/s/ Xxx Xxxxx
	Name:	Xxx Xxxxx
	Title:	SVP
	SALEM FIVE CENTS SAVINGS BANK
	By:	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Senior Vice President
	FIRSTRUST BANK
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

XXX-XXXX CORPORATION

Amendment No. 1